EXOD 10-K & 10-Q changes, risk factors and insider trading
Exodus Movement, Inc. · NYSE · Finance Services · CIK 1821534 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may spend significant resources deploying new products, which may fail to attract widespread adoption and adversely affect our business.”
New heading “We may incorporate AI technologies into some of our products or processes. These technologies may present business, compliance, or reputational risks.”
New heading “Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues and otherwise result in reduced profitability.”
New heading “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.”
New heading “The regulations governing stablecoins in the United States are still being finalized and may materially affect the development and utilization of the Exodus Platform.”
New heading “We do not believe we have an obligation to register with the SEC as a clearing agency, but a regulator may disagree.”
New heading “We do not believe we have an obligation to register the platform as a Futures Commission Merchant or a Commodity”
New heading “Pool Operator, but a regulator may disagree.”
New heading “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.”
New heading “The regulations governing tokenized securities in the United States are evolving and could introduce material costs of compliance.”
Removed heading “Digital asset exchanges may be exposed to wash trading.”
Removed heading “We have previously identified a material weakness in our internal control over financial reporting, which we have not fully remediated. Because of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the price of our Class A common stock.”
Removed heading “Our tax information reporting obligations with respect to digital asset transactions are subject to change.”
Removed heading “We are a remote company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are increasingly dependent on technology in our operations and if our technology fails, our business could be adversely affected.”
Removed heading “We do not believe we have an obligation to register with the SEC as a clearing agency, though the SEC may disagree.”
Removed heading “We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.”
Largest changes
“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. …”see in full comparison
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.see in full comparisonAlthough we takeOur precautions to prevent our software and services from being accessed or provided in violation of suchlaws,laws may not be successful, and we may have previously allowed our software to be downloaded by individuals or entities potentially located in countries or territories subject to U.S. trade embargoes, potentially in violation of U.S. sanctions laws. In December 2018, we received an administrative subpoena issued by OFAC seeking information regarding potential transactions with individuals in Iran. In response, we conducted a comprehensive review that covered all countries and territories subject to U.S. trade embargoes administered by OFAC.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. Our responses are currently under review by OFAC and as of the date of this report, no amount has been accrued as we are unable to predict the outcome of this matter or reasonably estimate any possible loss. If OFAC decides to issue a final Penalty Notice, a civil monetary penalty may be assessed. If the Company decides to challenge a final Penalty Notice in federal court, the Company would incur additional legal fees. There is no guarantee that such a challenge will result in a reduction to any amount in the final Penalty Notice, and any such amounts may be material to our business, operating results and prospects.
“We have previously identified a material weakness in our internal control over financial reporting, which we have not fully remediated. Because of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the price of our Class A common stock.”see in full comparison
“Certain digital assets traded using third-party services integrated within our platform or other programs could be viewed as “securities” and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties.”see in full comparison
“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. …”see in full comparison
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.see in full comparisonFailure 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. Despite our efforts to comply with applicable laws and regulations, any actual or perceived failure to meet applicable requirements may result in an adverse effect on our business.
Full comparison: every changed paragraph (256)
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 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.
•Our profitability is dependent on our ability to attract, maintain and grow our user base.base, as well as maintaining our brand or reputation. We may not grow in line with historical rates.
If we are not able to maintain our brand or reputation, we may be adversely affected.
•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 employeeerrors, misconduct, negligence, or APIfailures Providerby misconductour management team, our employees or error,contractors, or third-party service providers, our business may be adversely impacted.
•Our business could be negatively impacted by cybersecurity threats and other disruptions.
Any actual or perceived failure of the Exodus Platform to block malware or prevent failures or security breaches or other cybersecurity incidents could harm our reputation, cause the Exodus Platform to be perceived as insecure, underperforming or unreliable, impede our efforts to attract and retain users and otherwise negatively impact our business, results of operations and financial condition.
•The third-party platforms on which users tradeswap digital assets aremay relatively new and, in some cases, largelybe 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.exchanges.
•Operational problems or failures by digital assetasset-related exchangesbusinesses 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.front-running, wash trading or other manipulative practices.
Digital asset exchanges may be exposed to wash trading.
User actions to send•Sending and receivereceiving digital assets from a user’s Exodus wallet involvesinvolve risks, which could result in loss of a user’s assets.assets, which are not insured. We docould not insure against potential losses, and we couldthus be adversely affected if users blame or become dissatisfied with the Exodus Platform as a result of these negative experiences.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 otherfinancial losses.
•Some of our technology incorporates or utilizes software released under the terms of “open source” licenses, which could subject us to possible litigation and be used by competitors.
•Disputes with our users and other third parties could be costly, time-consuming and harm our business and reputation.
We face intense and increasing competition, which could adversely affect us.
If•We weface areintense and increasing competition, and may not be able to effectively keep pace with technological developments that are attractive to our current and prospective users, wewhich could be adversely affected.affect us.
•If we fail to manage our growth, it could harm our business operations, corporate culture, and competitiveness.
If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high-quality levels of support, ensure the security of our platform, adequately address competitive challenges or maintain our corporate culture, and we would be harmed.
•We may be unable to raise additional capital needed to grow our business.
•We mayperiodically 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 assetsassets, including the markets for Bitcoin, Tether, Ether and USDC, could expose us to exchange, security, valuation and liquidity risks, which could negatively affect us.
Our revenue may be adversely affected if the markets for Bitcoin, Tether, Ether and USDC deteriorate or if their prices decline.
•Staking poses risks to our users’ assets which, in turn, may damage our brand and reputation, discourage existing and future customers from utilizing Everstake’s services, and adversely impact our staking revenue earned through Everstake.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.
We have previously identified a material weakness in our internal control over financial reporting, which we have not fully remediated, and we may not be able to accurately or timely report our financial condition or results of operations.
•Our success depends on our ability to attract and retain key technical, user support and management personnel while supporting the onboarding and career development of our team members.
•If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect us.
•Our international operations expose us to additional risks and failure to manage those risks could materially and adversely impact our business.
•Operational cost may exceed the award for solving blocks or transaction fees. 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.
Our tax information reporting obligations with respect to digital asset transactions are subject to change.
•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.
We are a remote company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are increasingly dependent on technology in our operations and if our technology fails, our business could be adversely affected.
•Due to the unfamiliarity or negative publicity associated with digital assets, confidence or interest in digital asset platforms may decline which could adversely affect our business, results of operations and financial condition.
•The new and rapidly evolving market for digital assets and related services is subject to a high degree of uncertainty.
•Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in digital asset-related activities.
•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 and utilization 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.
Certain digital assets traded using third-party services integrated within our platform or other programs could be viewed as “securities” and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties.
We do not believe we have an obligation to register as a transfer agent, but a regulator may disagree.
We do not believe we have an obligation to register as a clearing agency, though the SEC may disagree.
We do not believe we have an obligation to register the platform as an exchange or alternative trading system, though a regulator may disagree.
We do not consider ourselves a statutory underwriter, though a regulator may disagree.
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.
Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on the Exodus Platform may currently be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.
•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.
federal securities law, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.
Failure to comply with anti-bribery and anti-corruption laws and similar laws could adversely affect us.
Privacy concerns and laws or other domestic or foreign regulations may adversely affect us.
We are subject•Failure to comply with anti-corruption, privacy, export control, importimport, andor sanctions laws and regulations that could impairharm our abilitybusiness, to compete inlimit international marketscompetitiveness, orand subjectexpose us to liability if we violate such laws and regulations.liability.
•The limited rights of legal recourse available to us expose us and our investors to the risk of loss of our Bitcoindigital for which no person is liable.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.
Management's Discussion & Analysis (MD&A)
New heading “Tokenization of Class A Shares”
New heading “Gratitud Interna Ltd.”
New heading “Master Digital Currency Loan Agreement”
New heading “Stock Purchase Agreement”
New heading “Growth Initiative and Transaction-Related Expenses”
New heading “Quarterly Funded Users”
Removed heading “Exodus Platform User Growth and Marketing”
Removed heading “Results of operations for the years ended December 31, 2024 and 2023 (in thousands, except percentages):”
Largest changes
“Results of operations for the years ended December 31, 2024 and 2023 (in thousands, except percentages):”see in full comparison
“Changes in tax laws – 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. …”see in full comparison
Full comparison: every changed paragraph (76)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report on Form 10-K.report. The following discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Cautionary Note Regarding Forward Looking Statements,” and in other parts of this Annual Report on Form 10-K.
We are engaged principally in the business of creating and distributing self-custodial wallets for digital assets. BecauseDue to a majority of our revenue isbeing derived from services provided by API Providers to persons located outside the United States pursuant to a transaction-based structure, our profitability is dependent on a number of factors including the pricing of digital assets, the volume of transactions and the quality of our third-party relationships.
•Technology, development, user support;
•Amortization expense relating to software development; and
•General and administrative expenses (primarily including administrative, legal, financial operations, information technology services, marketing and advertising expenses).
(1) See “Material Characteristics of the Digital Assets Material to our Business by Revenue” in the paragraph below for a narrative description of the material characteristics of these digital assets.
•Bitcoin: Bitcoin is a digital asset that can be transferred among participants on the Bitcoin network on a peer-to-peer basis. Bitcoin is primarily used to pay for goods and services and is generally considered a substitute for gold, cash or forms of electronic payment. Unlike other means of electronic payments, it can be transferred without the use of a central party, making its management “decentralized.” A material characteristic of the digital asset is also its scarcity, as only 21 million Bitcoin will ever exist. Bitcoin is the most widely accepted cryptocurrency by merchants, although overall adoption for retail and commercial services currently remains limited and Bitcoin is often converted to a fiat currency, such as the U.S. dollar, immediately upon acceptance by the merchant.
•Tether: Tether is a cryptocurrency and stablecoin intended to offer price stability in the cryptocurrency market and to hold stable value against certain fiat currencies, including the U.S. dollar, EUROEuro and Mexican peso. Tether tokens are widely adopted across major exchanges and wallets, and the U.S. Dollar pegged coin is named USDT. Generally, stablecoins are backed by the value of a different asset to keep the price stable, including fiat currency, cryptocurrency or commodities like gold. Different stablecoins have adopted different methods of stabilization, but Tether is backed by cash equivalents and short-term deposits. Unlike Bitcoin and Ether, Tether is a centralized cryptocurrency managed and issued by Tether. While Tether is meant to maintain a stable value, it is not risk-free and is not immune to fluctuations in price. A range of factors may cause Tether to “depeg” from the pegged asset, including supply and demand, market volatility, market confidence and adoption, counterparty risk, liquidity risk and technology risk. As a result, it is possible for Tether to fluctuate significantly in value over time, particularly when the value of the U.S. dollar changes due to inflation.
•Ether: Ethereum is an open-source decentralized blockchain network that supports the creation of apps, custom tokens, and general programs using smart contracts. The primary cryptocurrency of the Ethereum blockchain is Ether (ETH),Ether, which is used to power the network. The Ethereum blockchain is home to thousands of fungible and non-fungible tokens, as well as many other decentralized apps focused on building out web3Web3, -which is a decentralized internet.
•USDC: USDC is a cryptocurrency and stablecoin backed by fully reserved assets. It is intended to hold stable value against the U.S. dollar and is commonly used as a method of payment in the digital asset markets, including for Bitcoin. Unlike Bitcoin, USDC is a centralized cryptocurrency issued by the Centre Consortium (a group co-founded by Coinbase Global Inc. and Circle Internet Financial Limited). Similar to other stablecoins, USDC is subject to risk and price fluctuations.
The following table shows revenue earned from our API Providers in relation to our primary revenue driver, exchange aggregation, involving the digital assets shown in the table above, disaggregated by geography (based on the addresses of the Company’s API Providers).:
(1)Saint Vincent and Grenadines did not have over 10% of revenue during the fiscal year 2024, prior year balances provided for comparability purposes.
(12) No other individual jurisdiction accounted for more than 10% of exchange aggregation revenue in each respective year.period.
For more information regarding the characteristics of digital assets, see “Item 1. Business – Our Industry.” These digital assets are generally available in all jurisdictions in which the Exodus Platform is available. See “Note 3— - Revenue Recognition” to our consolidated financial statements included in this Annual Report on Form 10-K.report.
Exodus Pay
On December 9, 2025, Exodus announced the planned launch of Exodus Pay, a self-custodial platform integrated directly into the Exodus app. Exodus Pay connects users directly with industry-leading third-party service providers to allow users to spend digital assets through a virtual card or Apple Pay, send digital dollars or stablecoins to peers, and earn rewards, all while maintaining control of their assets. This launch, anticipated for early 2026, is the first step in Exodus’ evolution from a self-custodial digital asset wallet into a single app for holding, spending, and transferring digital dollars, without compromising self-custody.
Tokenization of Class A Shares
On October 20, 2025, the Company announced its shareholders may choose to hold their Exodus Class A shares with common stock tokens on the Solana blockchain, enabled through co-transfer agent Superstate.
Gratitud Interna Ltd.
On November 10, 2025, we acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto payments platform. This asset purchase expanded our payments capabilities by adding technology in development, an assembled workforce, and a trade name supporting crypto-based merchant transactions in the Latin America market.
Master Digital Currency Loan Agreement
On November 17, 2025, the Company incurred indebtedness in the principal amount of $60.0 million ("November 2025 Loan") pursuant to a loan term sheet executed under its Master Digital Currency Loan Agreement with Galaxy Digital LLC. As of December 31, 2025, the November 2025 Loan has been fully repaid.
Stock Purchase Agreement
On November 24, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with W3C Corp. (the “Target”) and Garth Howat (“Seller”), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of capital stock of the Target. The Target and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, “Monavate”) and Baanx.com Ltd. and Baanx US Corp (collectively, “Baanx”).
Monavate is a global leader in payment solutions for FinTech, Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards and Business-to-Business-to-Consumer digital asset services.
Pursuant to the Purchase Agreement, the Company will acquire the Target for aggregate cash consideration of approximately $175 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses. If completed, the acquisition is expected to enhance our payments infrastructure and support the continued development of regulated fiat and crypto financial services.
Exodus Platform User Growth and Marketing
For the year ended December 31, 2024, we saw our monthly active users ("MAUs") increase 64% year over year to 2.3 million MAUs. Marketing spend increased to $4.8 million which was an increase of $4.7 million versus 2023.
XO Swap – delivers our Exchange Aggregator technology to partner companies. Revenues generated from our business-to-business partnerships increased from 9% of total revenue in fiscal year 2024 to 16% of total revenue in fiscal year 2025.
XO Swap – delivers our Exchange Aggregator technology to partner companies. Revenues generated from our business-to-business partnerships during 2024 grew from 2% of our revenue in the first quarter of 2024 to over 12% of revenue in the fourth quarter of 2024. We have built our Exchange Aggregator over the past decadedecade, and we believe these results have validated the value that it can provide partners as well. Over the next few years, we intend to develop more products to offer, leveraging the experience and technology we have built for our own platform to add value to the digital asset and broader FinTech communities.
Passkeys Technology - We are actively building out our Passkeys Wallet technology. As of December 31, 2024, Passkeys Wallet boasts 0.2 million users. While we are still evaluating potential use cases for this technology, we believe that its frictionless onboarding capability provides Exodus with newfound integration potential in viral products and trends – even viral Web2 applications and trends. We plan to continue investing in this technology and expect future increases to our development costs as a result.
Exodus did not acquire any companies in 2024. However,Additionally, we have identified a pipeline of potentialadditional targets. While there can be no guarantees that we will be able to acquire any of the potential targets on acceptable terms or at all, we believe we are well positioned to successfully execute on our acquisition strategy by leveraging our scale, access to capital markets, and overall liquidity position. To that end, we have incurred transaction-related expenses already in earlyduring 2025 and expect that trend to continue in the near term.
Stablecoins - We expect stablecoin adoption will increase globally as cryptocurrencies become more widely used in the future. User adoption of cryptocurrency networks for payments, or lack thereof, as well as worldwide government regulation, both friendly and adversarial, have and will continue to influence global stablecoin usage. Stablecoins will not function without a digital asset wallet. The Company’s wallet supports a wide variety of stablecoins, including the largest coins such as Tether’s USDT and Circle’s USDC. Additionally, by supporting over 40 different networks, including large networks like Ethereum, Solana, and Tron, we believe Exodus is positioned to natively support stablecoins wherever current and future use cases emerge. Furthermore, Exodus’ XO Swap product already provides the Company’s partners a solution for swapping between stablecoins and between blockchains.
Cloud based infrastructure expense – Cloud infrastructure expenses increasedwere by$7.8 $2.9million, an increase of $0.1 million for the year ended December 31, 2024,2025, compared to the prior year. We anticipate increased cloud infrastructure expenses as the platform continues to grow due to increased database capacity and new users.
Investment in human capital - Costs related to investment in human capital (including recruiting costs, salary, incentive and compensation costs) increasedwere $7.7$55.6 million, an increase of $10.4 million for the year ended December 31, 2024,2025, compared to the prior year. As the Exodus platformPlatform continues to expand, we anticipate the need to add more team members to accommodate the growth in our business, which is expected to materially increase both operating expenses as a result of the impact on the human capital costs described above. Human capital costs are also expected to increase due to the need to add additional team members to address compliance with the evolving regulatory environment, including as a publicly traded company.
Marketing expenses – Marketing-related costs increasedwere $4.7$11.0 million, an increase of $6.2 million for the year ended December 31, 2024,2025, compared to the prior year. Historically, we have primarily focused on an organic growth-based marketing strategy. In the year ended December 31, 2024,2025, the increase was primarily due to increased spending on website advertisements targeted at digital asset focused spaces and on online platforms, such as the App Store, and marketing agency expenses. To date, we have primarily focused our marketing strategy toward user growth. 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.
We continue to evaluate our marketing strategy, and in the future, may decide to refocus the current strategy to a more competitive approach, which would be expected to substantially increase marketing-related expenses.
Changes in tax laws – We operate in various jurisdictions and are subject to changes in applicable tax laws, treaties or regulations in those jurisdictions. 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 new Pillar 2 approach, which came into effect in 2023 in certain jurisdictions, will establish a global minimum tax rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax. While many aspects of the application of Pillar 2 remain to be clarified, including how the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose to implement the Organization for Economic Cooperation and Development’s approach in their tax treaties and domestic tax laws, we do not expect Pillar 2 to apply in 2025. On July 4, 2025, the "One Big Beautiful Bill Act" (P.L. 119‑21) was enacted into law. The legislation reinstates and extends several provisions of the 2017 Tax Cuts and Jobs Act, including permanent 100% bonus depreciation, enhanced Section 179 expensing, full R&D expense deduction for domestic expenditures and modification to the international tax framework. The primary impact of the legislation is the acceleration of deductions related to research and development costs incurred in the U.S. which did not have a material impact on the Company’s effective tax rate during the year ended December 31, 2025.
Growth Initiative and Transaction-Related Expenses
During the year ended December 31, 2025, the Company incurred $8.3 million in expenses associated with the evaluation and negotiation of, and travel due to, prospective business acquisitions. The Company expects to continue evaluating potential acquisition opportunities during 2026, which may result in additional transaction-related expenses. These expenses primarily include legal and advisory costs and are recorded within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive (loss) income. There were no growth initiative expenses in the year ended December 31, 2024.
In addition, the Company incurred $16.6 million and $5.7 million in revenue sharing expenses related to its business-to-business partnerships for the years ended December 31, 2025 and 2024, respectively. While the Company does not control the operations or growth of its partners, their success can directly impact our own performance. As these partners grow or as new partnerships are formed, our associated revenue sharing expenses are expected to increase. These expenses are included within technology, development, and user support expenses in the consolidated statements of operations and comprehensive (loss) income.
To measure user activity, we primarily rely on the number of Monthly Active Users ("MAUs") of our Exodus Platform.
To measure user activity, we primarily rely on the number of MAUs of our Exodus Platform. We define an MAU as any user with activity history in any month. A user has “activity history” if, in the lastapplicable calendar month, the user performed any activity within the application such as opening their application to check digital asset prices, reading news, or accessing the services of our API Providers. MAUs provide a measurement of user engagement, allowing management to compare engagement over time. MAUs consist of both funded wallets and unfunded wallets. Because Exodus users do not have accounts, users do not close an account. Therefore, users may be inactive one month and active the next as they re-engage with the platform. A growing MAUs measurement over time indicates that interest in the Exodus Platform is increasing. Management views increasing interest in the Exodus Platform over time as a key indicator of increasing revenue, especially for MAUs outside of the United States as the likelihood of revenue generating transactions increases as user interest increases.
MAUs were 2.31.5 million and 1.42.3 million as of December 31, 20242025 and 2023,2024, respectively, reflecting a year over year increasedecrease of 0.90.8 million, or 64%.35%. We believe this increasedecrease in MAUs was primarily attributable to a positive movement indeclining consumer-related sentiment relatedand a lower cryptocurrency market cap compared to the cryptocurrencyprior markets,year, leading to higher prices and increaseddecreased trading activity.activity, Theas additionwell as a nonrecurring, one-time Passkeys Wallet promotional campaign that took place near the close of our business-to-business partnerships helped increase MAUs by an additional 0.2 million users or 9%.2024. Our strategic focus remains on expanding our active user base, improving app features, and expanding our business-to-business partnerships. We believe that over the long term, consumer interest in digital assets and digital asset markets will continue toagain increase. However, during any given period, we cannot be certain that our MAU growth efforts will be effective or that interest in digital assets will remain at current reduced levels, decline or continue to increase.
Quarterly Funded Users
In addition to MAUs, we utilize Quarterly Funded Users ("QFUs") to assess user trends and market sentiment. QFUs are defined as unique users with an Exodus wallet that was funded at any point prior to or during the fiscal quarter and during which the user remained active, i.e. opening the app during the period. A wallet is considered “funded” if it holds a non-zero balance of any supported digital asset, QFUs offer a longer-term view of engagement by capturing users who have already funded their wallets.
QFUs totaled 1.7 million and 1.9 million as of December 31, 2025 and 2024, respectively, reflecting a decrease of 0.2 million, or 11%. This decrease reflects a reduction in user engagement as the cryptocurrency market cap has decreased from the end of 2024. Of our two user metrics, we expect MAUs to fluctuate more significantly in response to app usage patterns and broader market conditions. In contrast, QFUs provide a longer-term view of engagement, representing a more stable cohort—users with funded wallets actively participating in the Exodus Platform.
We consider both MAUs and QFUs to be Key Performance Indicators that provide insight into user activity and platform engagement. While MAUs may fluctuate more significantly due to changes in app usage patterns and broader market conditions, QFUs offer a longer-term view of engagement by capturing users with actively funded wallets. Management uses these metrics to monitor platform health, inform product and marketing strategies, and assess user trends over time.
Results of operations for the years ended December 31, 2024 and 2023 (in thousands, except percentages):
Revenues increased $60.1 million, or 107%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily driven by exchange aggregation revenue, which increased $54.6 million, or 104%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. Additionally, revenue from the remaining products (fiat onboarding, staking, consulting, and other) increased $5.5 million, or 150%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The revenue growth from all sources for the year ended December 31, 2024, was primarily attributable to user growth, including as a result of higher retention and reactivation rates (as discussed under “Monthly Active Users” above) and, for exchange aggregation, fiat onboarding, consulting and other growth related to our business-to-business partner efforts. For the year ended December 31, 2024, five API Providers each accounted for more than 10% of our revenues and collectively generated 77% of revenue. For the year ended December 31, 2023, five API providers accounted for more than 10% each of revenues and collectively generated 84% of revenue.
The following table summarizespresents theour revenueconsolidated by usersresults of the platform and the business-to-business partnershipsoperations for the years ended December 31, 20242025 and 20232024:
*Percentage variances not considered meaningful.
Revenues increased $5.3 million, or 4.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by exchange aggregation revenue, which increased $3.6 million, or 3.4%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, which was primarily attributable to volume exchange growth related to our business-to-business partner efforts. Non-exchange aggregation (i.e., fiat onboarding, staking, consulting, and other) revenue increased $1.7 million, or 18.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by higher staking revenue and new reward mechanisms. For the year ended December 31, 2025, five API Providers each accounted for more than 10% of our revenues and collectively generated 69.1% of revenue. For the year ended December 31, 2024, five API providers each accounted for more than 10% each of revenues and collectively generated 77.4% of revenue.
The following table summarizes the revenue by users of the platform and the business-to-business partnerships for the years ended December 31, 2025 and 2024:
Technology, development and user support expenses increased $16.9 million, or 36.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily due to a $11.0 million increase in partner fee expense related to our new business-to-business partnerships, a $5.4 million increase in team member compensation and benefit expense as a result of increased salary for newly hired management positions, a $1.4 million decrease in capitalized labor and a $0.3 million increase in consulting costs as a result of the continued expansion of our platform and addition of new users, offset by a $1.7 million decrease in depreciation and amortization expense General and administrative expenses increased $26.8 million, or 67.8%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This increase was primarily due to a $6.4 million increase in legal and consulting expenses, a $6.2 million increase in marketing expenses, a $5.0 million increase in team member compensation and benefit expenses, a $5.0 million increase in meeting and travel expenses, a $2.5 million increase in regulatory expenses, a $2.0 million increase in expense associated with the issuance of warrants, a $1.6 million increase in political contributions and a $0.9 million increase in subscription expense, partially offset by a decrease of $3.0 million in foreign currency expenses.
Technology, development and user support expenses increased $15.5 million, or 51%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily due to a $3.1 million increase in team member compensation and benefit expense as a result of increased headcount to accommodate for our increase in user base and implementing new services in the platform, a $2.9 million increase in cloud infrastructure service costs due to increased database capacity needs as a result of the continued expansion of our platform and addition of new users, a $5.7 million increase in partner fee expense related to our new business-to-business partnerships, a $0.9 million increase in software amortization expense, a $1.2 million decrease in capitalized labor.
General and administrative expenses increased $21.0 million, or 113%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. This increase was primarily due to a $4.6 million increase in team member compensation and benefit expenses, a $6.3 million increase in legal and consulting expenses, a $1.9 million increase in meeting and travel expenses, a $4.7 million increase in marketing expenses, a $0.3 million increase in subscription expenses, a $0.3 million increase in donations and a $2.0 million increase in foreign currency expense.
During the year ended December 31, 2025, the Company recognized net realized losses from exchange of digital assets of $2.1 million and net unrealized losses from remeasurement of digital assets of $16.8 million. For the year ended December 31, 2024, the Company recognized net realized gains from exchange of digital assets of $7.7 million and net unrealized gains from remeasurement of digital assets of $88.4 million. For the year ended December 31, 2023, the Company recorded net gain on digital assets of $1.4 million.
Income tax benefit was $9.3 million for the year ended December 31, 2025, compared to an income tax expense wasof $17.9 million for the year ended December 31, 20242024. comparedIn to2025 aand benefit2024, state and local income taxes in California and Nebraska comprise the majority of $1.9 million for the yeardomestic endedstate Decemberand 31,local 2023.income taxes, net of federal tax. The effective tax rate during 20242025 was 13.6%45.0% compared to (17.3)%13.6% in 2023.2024. For the year ended December 31, 2024,2025, the change from the statutory tax rate to the effective rate was primarily due to a benefit related to stock option exercises net of non-deductible executive compensation, increases related to the net tax benefit from U.S. Foreign Derived Intangible Income permanentand research and development tax benefit,credits foreignpartially tax,offset andby changenondeductible in valuation allowance.expenses. For the year ended December 31, 2023,2024, the change from the statutory tax rate to the effective rate was primarily due to increasesa benefit related to stock-basedstock compensationoption exercises, net of non-deductible executive compensation, and digital asset acquisition costs offset by a decrease related to the net tax benefit from U.S. Foreign Derived Intangible Income permanent tax benefit and change in valuation allowance.
Foreign Derived Intangible Income partially offset by change in valuation allowance.
What changed in the latest 10-Q
Risk Factors
New heading “Our recent initiatives to improve our cost structure, including a significant workforce reduction, may not result in the anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.”
New heading “Our success depends on our ability to attract and retain a sufficient number of key technical, user support and management personnel while supporting the onboarding and career development of our team members.”
Largest changes
“Our recent initiatives to improve our cost structure, including a significant workforce reduction, may not result in the anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.”see in full comparison
“In July 2026, we announced an operating realignment that includes a reduction in force affecting approximately 25% of our global workforce, undertaken to better align our cost structure and organizational priorities with our strategy to build a full-stack card issuance and payments platform, while maintaining expense discipline and continuing the integration of Monavate and Baanx. …”see in full comparison
“Our success depends on our ability to attract and retain a sufficient number of key technical, user support and management personnel while supporting the onboarding and career development of our team members.”see in full comparison
“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 retain team members. …”see in full comparison
“We are subject to various risks and uncertainties in the ordinary course of our business. Risk factors relating to us are set forth below and under Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following risk factors are in addition to our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025, which could affect our business, financial condition and results of operations. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (8)
We are subject to various risks and uncertainties in the ordinary course of our business. Risk factors relating to us are set forth below and under Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following risk factors are in addition to our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025, which could affect our business, financial condition and results of operations. We may be subject to additional risks and uncertainties that we currently consider immaterial or that are unknown to us but may have a material impact on our business, financial condition and results of operations.
Our recent initiatives to improve our cost structure, including a significant workforce reduction, may not result in the anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.
In July 2026, we announced an operating realignment that includes a reduction in force affecting approximately 25% of our global workforce, undertaken to better align our cost structure and organizational priorities with our strategy to build a full-stack card issuance and payments platform, while maintaining expense discipline and continuing the integration of Monavate and Baanx. In connection with this reduction in force, we expect to recognize approximately $4.6 million to $5.7 million of costs, consisting primarily of personnel expenses such as salaries and wages, severance payments, and other benefits. We expect this reduction in force to generate approximately $9 million to $11 million of annualized cash operating expense savings, with the full benefit of these savings expected to be realized in 2027. However, we may incur additional charges or expenses not currently contemplated due to events associated with the reduction in force, and our actual charges and savings may differ materially from our current estimates. The estimated charges and annualized cost savings are based on a number of assumptions, and actual results may differ materially. We may not realize, in full or in part, the anticipated benefits and savings from this reduction in force due to unforeseen difficulties, delays or unexpected costs, and we may not achieve the full benefit of any savings within the anticipated timeframe. If we are unable to realize the expected operational efficiencies and cost savings from the reduction in force, our operating results and financial condition would be adversely affected. In addition, as we continue to evaluate our combined cost base and operating model following the Monavate and Baanx acquisitions, we may need to undertake additional workforce reductions or restructuring activities in the future. Furthermore, our initiatives to improve our cost structure, including the reduction in force, may be disruptive to our operations. For example, our workforce reductions could yield unanticipated consequences, such as attrition beyond planned staff reductions, the loss of institutional knowledge and expertise, increased difficulties in our day-to-day operations, reduced employee morale and diversion of our management’s and employees’ attention from other business priorities. If employees who were not affected by the reduction in force depart, we may need to seek contractor support at unplanned additional expense or suffer harm to our productivity. In addition, we may be unsuccessful in distributing the duties and obligations of departed employees that are necessary to our operations among our remaining employees or to contractors, which could result in disruptions to our operations. Our workforce reductions could also harm our ability to attract and retain qualified personnel who are critical to our business, and make it difficult for us to pursue new opportunities and initiatives and require us to hire qualified replacement personnel. Any failure to attract or retain qualified personnel could prevent us from successfully developing or selling our products, which would adversely affect our business, financial condition, and results of operations.
Our success depends on our ability to attract and retain a sufficient number of 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 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.
Our future performance will depend, in part, on the successful transition of our workforce to our new operating and organizational structure following our recent reduction in force. If we do not successfully manage these transitions, it could be viewed negatively by our customers, employees, investors, and other third-party partners, and could have an adverse impact on our business and results of operations.
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.
There have been no material changes in our risk factors from those previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Key Business Metrics”
New heading “Exchange Volume”
New heading “Gross Transaction Volume ("GTV")”
New heading “Total Active Cards”
New heading “Web3 platform expenses”
New heading “Partnership expenses”
New heading “General and administrative expenses”
New heading “Income tax (benefit) expense”
New heading “Changes in tax laws”
New heading “Non-GAAP Financial Measure”
New heading “Business Combinations”
Removed heading “Known Trends and Uncertainties”
Removed heading “Growth Initiative and Transaction-Related Expenses”
Largest changes
“The Company experienced an unfavorable fluctuation in the market price of digital assets held during the three months ended March 31, 2026, primarily driven by market volatility due to macroeconomic headwinds, including the Federal Reserve's revised economic outlook, with a lower growth forecast and a higher inflation outlook, and the current administration's tariff policy. During the three months ended March 31, 2026, the Company recognized net realized gains from exchange of digital assets of $40.4 million and net unrealized losses from remeasurement of digital assets of $76.8 million. …”see in full comparison
“Net cash used in operating activities increased by $40.7 million for the six months ended June 30, 2026 compared to the same period in 2025. …”see in full comparison
“GTV is defined as the aggregate U.S. dollar equivalent value of purchase transactions made using payment cards issued on behalf of enterprise customers during the reporting period, before deducting refunds, returns, chargebacks, or other transaction adjustments. GTV excludes cash advances, balance transfers, finance charges, and fees unless otherwise specified. Transactions denominated in currencies other than the U.S. dollar are converted into U.S. dollars using the applicable currency exchange rate. …”see in full comparison
Full comparison: every changed paragraph (83)
Exodus is a financial technology company that operates two complementary platforms. Through the Exodus brand, the Company provides Web3 services, including self-custodial digital asset software and related digital asset services to API providers and direct consumers. Through the Monavate brand, the Company provides payment processing services, including card issuance, payment processing, and payment infrastructure solutions to traditional commerce and on-chain finance customers. The Company completed the acquisitions of Monavate Holdings Limited, Monavate Ltd, Baanx.com Ltd, and Baanx US Corp. ("Acquired Entities") in May 2026, expanding its operations beyond Web3 services into payment processing services.
The acquisitions of the Acquired Entities represents a significant milestone in the Company's evolution, expanding its enterprise offerings, diversifying its revenue base, and adding payment processing services and customer programs that complement its existing Web3 services.
Key Business Metrics
In addition to the measures presented in our condensed consolidated financial statements, management uses the key business metrics described below to evaluate operating performance, identify trends affecting the business, and support strategic decision-making.
* Percentage variances not considered meaningful.
(1) See "Non-GAAP Financial Measures" below for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure and an explanation of why management believes Adjusted EBITDA is useful to investors.
We are engaged principally in the business of creating and distributing self-custodial wallets for digital assets. Due to a majority of our revenue being derived from services provided by API Providers to persons located outside the United States pursuant to a transaction-based structure, our profitability is dependent on a number of factors including the pricing of digital assets, the volume of transactions and the quality of our third-party relationships.
Our revenues are primarily derived from digital asset-related transactions and consist of fees from third-party API agreements. These API agreements typically consist of transaction-based contracts and tiered subscription contracts where fees are generated based on transaction volume which is primarily driven by users interacting with the API providers.
Our expenses primarily consist of:
•Technology, development, and user support;
•Amortization expense relating to software development; and
•General and administrative expenses (primarily including administrative, legal, financial operations, information technology services, marketing and advertising expenses).
Based on the services offered and transactions conducted by API Providers, the following table shows the digital assets that are most material to our business by revenue.
Known Trends and Uncertainties
Stablecoins - We expect stablecoin adoption will increase globally as cryptocurrencies become more widely used in the future. User adoption of cryptocurrency networks for payments, or lack thereof, as well as worldwide government regulation, both friendly and adversarial, have and will continue to influence global stablecoin usage. Stablecoins will not function without a digital asset wallet. The Company's wallet supports a wide variety of stablecoins, including the largest coins such as Tether's USDT and Circle’s USDC. Additionally, by supporting over 40 different networks, including large networks like Ethereum, Solana, and Tron, we believe Exodus is positioned to natively support stablecoins wherever current and future use cases emerge. Furthermore, Exodus' XO Swap product already provides the Company's partners a solution for swapping between stablecoins and between blockchains.
Cloud based infrastructure expense – Cloud infrastructure expenses were $1.8 million and $1.9 million for the three months ended March 31, 2026 and 2025, respectively. We anticipate increased cloud infrastructure expenses as the platform continues to grow due to increased database capacity and new users.
Investment in human capital – Costs related to investment in human capital were $15.2 million and $13.1 million for the three months ended March 31, 2026 and 2025, respectively. As the Exodus Platform continues to expand, we anticipate the need to add more team members to accommodate the growth in our business, which is expected to materially increase expenses as a result of the impact on the human capital costs. Human capital costs are also expected to increase due to the need to add additional team members to address compliance with the evolving regulatory environment.
Marketing expenses – Marketing-related costs were $2.6 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to increased spending on website advertisements targeted at digital asset focused spaces and on online platforms, such as the App Store, and marketing agency expenses. To date, we have primarily focused our marketing strategy toward user growth. We continue to evaluate our marketing strategy, and in the future, may decide to refocus the current strategy to a more competitive approach, which would be expected to substantially increase marketing-related expenses.
Changes in tax laws – 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. While many aspects of the application of Pillar 2 remain to be clarified, including how the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose to implement the Organization for Economic Cooperation and Development’s approach in their tax treaties and domestic tax laws, we do not expect Pillar 2 to apply in 2026. On July 4, 2025, the "One Big Beautiful Bill Act" (P.L. 119‑21) was enacted into law. The legislation reinstates and extends several provisions of the 2017 Tax Cuts and Jobs Act, including permanent 100% bonus depreciation, enhanced Section 179 expensing, full R&D expense deduction for domestic expenditures and modification to the international tax framework.
Growth Initiative and Transaction-Related Expenses
During the three months ended March 31, 2026 and 2025, the Company incurred $2.8 million and $1.8 million, respectively, in expenses associated with the evaluation and negotiation of, and travel due to, prospective business acquisitions. The Company expects these expenses to continue throughout 2026 as it continues to evaluate potential acquisition targets. These expenses primarily include legal and advisory costs and are recorded within general and administrative expenses in the accompanying condensed consolidated statements of operations.
In addition, the Company incurred $3.4 million and $4.3 million in revenue sharing expenses related to its business-to-business partnerships for the three months ended March 31, 2026 and 2025, respectively. While the Company does not control the operations or growth of its partners, their success can directly impact our own performance. As these partners grow or as new partnerships are formed, our associated revenue sharing expenses are expected to increase. These expenses represent costs of revenue and are included within technology, development, and user support expenses in the condensed consolidated statements of operations.
Monthly Active Users ("MAUs")
Monthly Active Users ("MAUs") were 1.5 million and 1.6 million as of March 31, 2026 and 2025, respectively. Our strategic focus remains on expanding our active user base, improving app features, and expanding our business-to-business partnerships. We believe that over the long term, interest in digital assets and digital asset markets will continue to increase. However, during any given period, we cannot be certain that our MAU growth efforts will be effective or that interest in digital assets will remain or continue to increase.
MAUs are defined as any unique user with Exodus activity history in any month. A user has “"activity history”" if, in the last calendar month, the user performed any activity within the application such as opening their application to check digital asset prices, reading news, or accessing the products and services of our API Providers. MAUs provide a measurement of user engagement, allowing management to compare engagement over time. MAUs consist of both funded wallets and unfunded wallets. Because Exodus users do not have accounts, users do not close an account. Therefore, users may be inactive one month and active the next as they re-engage with the platform. Management views increasing interest in the Exodus Platformplatform over time as a key indicator of increasing revenue, especially for MAUs outside of the United States as the likelihood of revenue generatingand transactionsproduct increases as user interest increases.adoption.
Quarterly Funded Users ("QFUs")
In addition to MAUs, we utilize Quarterly Funded Users ("QFUs") to assess user trends and market sentiment. QFUs are defined as unique users with an Exodus wallet that was funded at any point prior to or during the fiscal quarter and during which the user remained active, i.e.i.e., opening the appapplication during the period. A wallet is considered “"funded”" if it holds a non-zero balance of any supported digital asset. QFUs offer a longer-term view of engagement by capturing users who have already funded their wallets.
Exchange Volume
Exchange volume is defined as the total U.S. dollar equivalent value of spot trades transacted through the Exodus platform, together with the value of spot trades routed to our exchange aggregation technology from third-party platforms during the reporting period. Exchange volume represents the quantity of digital assets transacted multiplied by the applicable trade price when the transaction is executed.
Exchange volume includes transactions from direct consumers and enterprise partners. Transactions from enterprise partners generally generate lower revenue per transaction than transactions from direct consumers. Accordingly, changes in direct consumer Exchange volume may have a more pronounced effect on transaction revenue than comparable changes in enterprise partner Exchange volume. Management uses Exchange volume to evaluate transaction activity and platform utilization. Exchange volume is influenced by digital asset prices, market volatility, customer engagement, and broader macroeconomic conditions.
Gross Transaction Volume ("GTV")
GTV is defined as the aggregate U.S. dollar equivalent value of purchase transactions made using payment cards issued on behalf of enterprise customers during the reporting period, before deducting refunds, returns, chargebacks, or other transaction adjustments. GTV excludes cash advances, balance transfers, finance charges, and fees unless otherwise specified. Transactions denominated in currencies other than the U.S. dollar are converted into U.S. dollars using the applicable currency exchange rate. Management uses GTV to evaluate payment activity and the utilization and scale of the Company's payment capabilities.
Total Active Cards
Total active cards represents the total number of unique payment cards issued on behalf of enterprise customers that made transactions during the reporting period. Management uses total active cards to evaluate the scale of the Company's card programs and the adoption of its payment capabilities. This metric does not imply the number of unique persons as a person may have more than one card.
QFUs totaled 1.4 million and 1.8 million as of March 31, 2026 and 2025, respectively, reflecting a decrease of 0.4 million, or 22.2%. This decrease reflects a reduction in user engagement as the cryptocurrency market cap has decreased from the first quarter of the prior year. We expect MAUs to fluctuate more significantly in response to app usage patterns and broader market conditions. In contrast, QFUs provide a longer-term view of engagement, representing a more stable cohort—users with funded wallets actively participating in the Exodus Platform.
We consider both MAUs and QFUs to be Key Performance Indicators ("KPIs") that provide insight into user activity and platform engagement. While MAUs may fluctuate more significantly due to changes in app usage patterns and broader market conditions, QFUs offer a longer-term view of engagement by capturing users with actively funded wallets who are transacting on the platform. Management uses these metrics to monitor platform health, inform product and marketing strategies, and assess user trends over time.
The following table presents our condensed consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:
Revenue
Revenue decreased $13.2 million, or 36.8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily driven by exchange aggregation revenue, which decreased $13.8 million, or 40.8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, which was primarily attributable to a decrease in user exchange volume growth. Non-exchange aggregation (i.e., fiat onboarding, staking, consulting, and other) revenue increased $0.6 million, or 25.4%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The non-exchange revenue increase was driven by fiat onboarding revenue with an increase of $0.8 million, or 70.8%, offset by a decrease in consulting revenue, reflecting a decrease of $0.2 million or 68.0%.
For the three months ended March 31, 2026, five API Providers accounted for more than 10% each of total revenue and collectively generated exchange aggregation revenue of $14.8 million. For the three months ended March 31, 2025, six API Providers accounted for more than 10% each of total revenue and collectively generated exchange aggregation revenue of $28.4 million.
The following table summarizes the revenue by users of the platform and the business-to-business partnerships for the three months ended March 31, 2026 and 2025:
Technology, development and user supportRevenue increased $1.3$0.4 million, or 9.1%,million for the three months ended MarchJune 31,30, 2026,2026 compared to the threesame monthsperiod ended March 31,in 2025. The increase was primarily duedriven toby a $2.3$5.0 million increase in teamrevenue membercontributed compensationby andthe benefitAcquired expenseEntities aswithin apayment resultprocessing of increased team member compensation, payroll taxes and stock-based compensation, an increase of $0.7 million in fiat onboarding fees,services, partially offset by a $0.9$4.6 million decrease in partner fee expense as a result of a correlated decrease in revenue from business-to-businessWeb3 partnerships,services, $0.4primarily attributable to a $4.7 million decrease in depreciationexchange andaggregation amortizationrevenue expensesdue andto alower $0.1 million decrease in cloud services expenses and a $0.1 million increase in capitalized labor.volume.
Revenue decreased $12.8 million for the six months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily driven by a $17.8 million decrease in revenue from Web3 services, primarily attributable to an $18.5 million decrease in exchange aggregation revenue due to lower volume, partially offset by a $5.0 million increase in revenue contributed by the Acquired Entities within payment processing services.
The following table summarizes revenue generated from the Company's Web3 service direct users and partnerships revenues:
Revenue generated from the Company's Web3 service direct users and business-to-business partnerships decreased $4.6 million for the three months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily driven by a $5.9 million decrease in exchange aggregation revenue from direct users due to lower volume, partially offset by a $1.2 million increase in exchange aggregation revenue from business-to-business partnerships due to higher volume through and a $1.1 million increase in fiat onboarding revenue from direct users due to higher volume.
Revenue generated from the Company's Web3 service direct users and business-to-business partnerships decreased $17.8 million for the six months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily driven by a $17.2 million decrease in exchange aggregation revenue from direct users due to lower volume and a $1.3 million decrease in exchange aggregation revenue from business-to-business partnerships, partially offset by a $1.9 million increase in fiat onboarding revenue from direct users due to higher volume and growth in the Company's customer base.
The following table summarizes the Company's external revenue by category within our payment processing services:
(1) This reflects the revenues of the Acquired Entities beginning on May 1, 2026. Accordingly, comparative prior-period information is not presented.
Web3 platform expenses
GeneralWeb and3 administrativeplatform expenses increaseddecreased $1.1$0.3 million, or 8.0%,million for the three months ended MarchJune 31,30, 2026,2026 compared to the threesame monthsperiod ended March 31,in 2025. ExpensesThe drivingdecrease thewas increaseprimarily includedriven by a $1.4$0.4 million decrease in consulting expense, a $0.4 million decrease in depreciation and amortization expense, and a $0.3 million decrease in testing expense, partially offset by a $0.5 million increase in marketingfiat expenses,onboarding ancosts increase of $0.6 million in foreign currency expenses,and a $0.3 million increase in legalsalary and consultingbenefit expenses, a $0.2 million increase in network fees and a $0.1 million increase in depreciation and amortization expenses, partially offset by a $0.9 million decrease in meeting and travel expenses and a $0.8 million decrease in political contributions.expenses.
Web3 platform expenses increased $1.9 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by a $2.6 million increase in salary and benefit expenses and a $1.0 million increase in fiat onboarding costs, partially offset by a $0.8 million decrease in depreciation and amortization expense, a $0.4 million decrease in consulting expense, and a $0.5 million decrease in testing expense.
Partnership expenses
Partnership expenses increased $1.5 million for the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by higher transaction volume.
Partnership expenses increased $0.7 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by higher transaction volume and growth in the Company's customer base.
General and administrative expenses
General and administrative expenses increased $25.9 million for the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by a $17.0 million increase in transaction-related incentives, a $5.8 million increase in professional services expense, a $2.5 million increase in compensation and benefit expenses, a $2.2 million increase in foreign currency expense, and a $2.1 million increase in subscription, bank and network, depreciation and amortization and other general and administrative expenses, partially offset by a $2.5 million decrease in travel expense and a $1.2 million decrease in marketing expense.
General and administrative expenses increased $27.0 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by a $17.0 million increase in transaction-related incentives, a $6.1 million increase in professional services expense, a $2.3 million increase in compensation and benefit expenses, a $2.8 million increase in foreign currency expense, and a $2.2 million increase in subscription, bank and network, depreciation and amortization, and other general and administrative expenses, partially offset by a $3.4 million decrease in travel expense.
Income tax (benefit) expense
Income tax benefit was $3.1 million for the three months ended June 30, 2026, compared to an expense of $9.8 million for the three months ended June 30, 2025. The effective tax rate during the three months ended June 30, 2026 was 14.4%, compared to 20.7% during the three months ended June 30, 2025.
The Company experienced an unfavorable fluctuation in the market price of digital assets held during the three months ended March 31, 2026, primarily driven by market volatility due to macroeconomic headwinds, including the Federal Reserve's revised economic outlook, with a lower growth forecast and a higher inflation outlook, and the current administration's tariff policy. During the three months ended March 31, 2026, the Company recognized net realized gains from exchange of digital assets of $40.4 million and net unrealized losses from remeasurement of digital assets of $76.8 million. The Company experienced an unfavorable fluctuation in the market price of digital assets held during the three months ended March 31, 2025, primarily driven by market volatility due to macroeconomic headwinds, including the Federal Reserve's revised economic outlook, with a lower growth forecast and a higher inflation outlook, and the looming threat of broader tariffs. During the three months ended March 31, 2025, the Company recognized net realized gains from exchange of digital assets of $5.1 million and net unrealized losses from remeasurement of digital assets of $33.9 million. The Company expects that volatility in digital asset prices will continue and may result in significant fluctuations in the Company’s results of operations in future periods.
EXOD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 13 filings (3 insiders, 17 trade dates, 39,645 shares, about $303.0K; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -39,645 (purchases minus sales); net value about -$303.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-02 | Gernetzke James |
Open-market sale | 5,579 | $7.04 | $39.3K |
| 2026-10-01 | Knight Margaret |
Open-market sale |
135 | $7.08 | $956 |
| 2026-09-03 | Gernetzke James |
Open-market sale | 5,682 | $7.35 | $41.8K |
| 2026-09-01 | Knight Margaret |
Open-market sale | 135 | $7.31 | $987 |
| 2026-08-31 | Richardson Jon Paul |
Disposition to issuer | 273,278 | — | — |
| 2026-08-31 | Castagnoli Daniel |
Disposition to issuer | 233,218 | — | — |
| 2026-08-28 | Olivera Matias |
Open-market sale | 2,835 | $9.00 | $25.5K |
| 2026-08-27 | Olivera Matias |
Open-market sale | 2,835 | $8.52 | $24.2K |
| 2026-08-26 | Olivera Matias |
Open-market sale | 2,835 | $8.35 | $23.7K |
| 2026-08-25 | Olivera Matias |
Open-market sale | 2,835 | $8.40 | $23.8K |
| 2026-08-24 | Olivera Matias |
Open-market sale | 2,835 | $7.68 | $21.8K |
| 2026-08-21 | Olivera Matias |
Open-market sale | 2,835 | $7.81 | $22.1K |
| 2026-08-20 | Mackinlay Carol |
Grant/award | 12,414 | — | — |
| 2026-08-20 | Olivera Matias |
Open-market sale | 2,835 | $7.73 | $21.9K |
| 2026-08-19 | Olivera Matias |
Open-market sale | 2,835 | $7.03 | $19.9K |
| 2026-08-17 | Gernetzke James |
Open-market sale | 4,894 | $6.91 | $33.8K |
| 2026-08-03 | Knight Margaret |
Open-market sale |
135 | $5.11 | $690 |
| 2026-07-01 | Knight Margaret |
Open-market sale | 135 | $5.26 | $710 |
| 2026-07-01 | Gernetzke James |
Shares withheld for tax | 5,479 | $5.17 | $28.3K |
| 2026-07-01 | Richardson Jon Paul |
Shares withheld for tax | 9,464 | $5.17 | $48.9K |
| 2026-07-01 | Castagnoli Daniel |
Shares withheld for tax | 8,892 | $5.17 | $46.0K |
| 2026-06-01 | Gernetzke James |
Shares withheld for tax | 5,479 | $7.12 | $39.0K |
| 2026-06-01 | Castagnoli Daniel |
Shares withheld for tax | 8,892 | $7.12 | $63.3K |
| 2026-06-01 | Richardson Jon Paul |
Shares withheld for tax | 9,464 | $7.12 | $67.4K |
| 2026-06-01 | Knight Margaret |
Open-market sale | 135 | $6.74 | $910 |
| 2026-05-01 | Knight Margaret |
Open-market sale | 135 | $7.52 | $1.0K |
| 2026-05-01 | Richardson Jon Paul |
Shares withheld for tax | 9,464 | $7.59 | $71.8K |
| 2026-05-01 | Castagnoli Daniel |
Shares withheld for tax | 8,892 | $7.59 | $67.5K |
| 2026-05-01 | Gernetzke James |
Shares withheld for tax | 5,479 | $7.59 | $41.6K |
| 2026-04-28 | Skelton Tyler |
Grant/award | 1,417 | — | — |
| 2026-04-28 | Mackinlay Carol |
Grant/award | 1,417 | — | — |
Well-known investors holding EXOD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 26,661 | $137.8K | 0.0% | New position |