EXOD

MKT CAP $50.8MP/E —DIV YIELD —FCF YIELD -130.88%REV TTM $108.7M −14.2%NET INCOME −$86.9M −193.9%NET CASH —52W 4.64 – 26.02SEC XBRL · TTM TO Invalid Date

How EXOD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

Risk Factors – Risks Related to Ownership of Our Class A Common Stock - We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions from certain corporate governance requirements.” Gratitud Interna Ltd.
On November 10, 2025, we acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto payments platform.
The purchase price was $2.7 million, of which $1.5 million, excluding transaction costs, was paid in cash and $1.2 million was delivered in newly issued Class A shares.
This asset purchase expanded our payments capabilities by adding technology in development, an assembled workforce, and a trade name supporting crypto-based merchant transactions in the Latin America market.
("W3C") On November 24, 2025, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding equity interests of W3C and its subsidiaries for aggregate cash consideration of approximately $175 million, subject to c ustomary adjustments.
W3C 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 Financial Technology (“FinTech”) , Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards and Business-to-Business-to-Consumer digital asset services.
Upon the closing of the acquisition, we plan to enter the arena of on-chain payments to become one of the few self-custodial wallets to control the end-to-end payments experience, from wallets to cards.
The transaction is expected to close in 2026.
Our Industry We operate in the FinTech subsector of the greater blockchain and digital asset industry.
Store of value or “payment” cryptocurrencies : Store of value or “payment” cryptocurrencies are primarily used to pay for goods and services and are often considered a substitute for gold, cash or other forms of electronic payment.
Privacy coin transaction details are typically encrypted, so that only the sender and receiver of the coins know how many coins were involved in the transaction.
Dollar Coin (“USDC”), Tether ("USDT"), and dai .
Private key management solutions generally fall into two broad categories: custodial and self-custodial.
Blockchain-based Financial Technology — Although the traditional banking system does offer protection against theft through devices such as Federal Deposit Insurance Corporation (“FDIC”) insurance in the United States, banks are typically subject to regulations that provides governmental entities with the ability to freeze or take control of a customer’s bank assets.
Rather, the digital assets remain stored at a particular blockchain address on the relevant blockchain, as described above in Private and Public Keys .
There are two recognized categories of wallets: hot wallets and cold wallets.
On the other hand, the downside to using cold wallets is they are not as easily accessible and are typically only used for the long- term storage of digital assets.
Wallets that provide services like exchanging one digital asset for another can often be challenging to use.
More importantly, many of these wallets are operated by centralized exchanges, where the company managing the wallet’s technology also controls the private keys.
This means the wallet provider ultimately has control over the digital assets linked to those keys.
Securities and Exchange Commission ("SEC") and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
Given the fact-intensive nature of the “security” analysis under the applicable legal standard, and absent any federal legislation providing further legal clarity, there is a lack of certainty with respect to whether a particular digital asset, product, or service will be deemed to be a security by the SEC or by U.S. federal or state courts.
A number of enforcement actions and civil lawsuits have been brought in the past against developers, sponsors and issuers of digital assets and digital asset products, as well as against trading platforms that support digital assets, in which the SEC argued that certain digital assets are securities, including certain digital assets supported by the Exodus Platform at that time.
Also, several foreign governments have issued similar warnings cautioning that certain digital assets, including certain digital assets supported by the Exodus Platform, may be deemed to be securities under the laws of their respective jurisdictions.
Since the creation of the Exodus Platform, it has been downloaded over 19.2 million times as of December 31, 2025 and was downloaded approximately 3.5 million times during 2025 .
On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users can send, receive and store over 700,000 digital assets.
Users can also access the services offered and performed by our API Providers that allow users to engage in services such as digital asset exchanging, fiat onboarding and staking products for over 30,000 digital assets.
We have five international subsidiaries: Proper Trust AG, XO Italia S.R.L., Osmium Canada LTD, Osmium Europe B.V. and Osmium AU PTY LTD.
Osmium Europe B.V. handles all European fiat onboarding agreements.
We also provide consulting services, such as wallet design, and other services, such as Web3 browser functionality and access to decentralized applications.
See "Note 2 - Summary of Significant Accounting Policies - Revenue Recognition" to our consolidated financial statements herein.
Exodus does not charge users to access this pricing information, which comes from two industry-leading pricing services: CoinMarketCap, the primary provider, and CoinGecko, the secondary provider.
The Exodus Platform is designed to only use the secondary provider’s price in place of the primary provider’s price if there is a material variance between the primary and secondary providers’ prices, and certain other conditions are met.
In addition to checking for material variances between two providers, the Exodus Platform checks for widespread variances that may occur, for example, due to a widespread outage, or 2%, across multiple service providers.
A widespread variance is considered to exist if the variance in price across the primary and secondary providers and the additional verification source exists.
For services provided by API Providers to customers located in the United States, we generally utilize a subscription-based pricing model.
It is possible that a receipt of compensation based on the percentage of digital assets exchanged could be deemed to be the receipt of transaction-based fees for facilitating transactions in unregistered securities, and that we could be found to be facilitating transactions in unregistered securities or otherwise violating federal and state securities laws, which could have a negative effect on our business, financial condition and results of operations.
Historically, approximately 25% of our volume has been located in the U.S. at any given time.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on the Exodus Platform may be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules .” Exodus or its subsidiaries maintains agreements with each individual API Provider.

and 275 more.

Gone since FY2024

Risk Factors – Risks Related to Ownership of Our Class A Common Stock - We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions from certain corporate governance requirements.” Our Industry We operate in the Financial Technology (“FinTech”) subsector of the greater blockchain and digital asset industry.
Store of value or “payment” cryptocurrencies : Store of value or “payment” cryptocurrencies are primarily used to pay for goods and services and are often considered a substitute for gold, cash or forms of electronic payment.
Privacy coin transaction details are typically encrypted, so that only the sender and receiver of the coins knows how many coins were involved in the transaction.
Private key management solutions generally fall into two broad categories: custodial and self-custodial key management.
Blockchain-based Financial Technology — Although the traditional banking system does offer protection against theft through devices such as Federal Deposit Insurance Corporation (“FDIC”) insurance in the United States, banks are typically subject to regulation that provides governmental entities with the ability to freeze or take control of a customer’s bank assets.
Rather, the digital assets remain stored at a particular blockchain address on the relevant blockchain, as described above in “— Private and Public Keys .” There are two recognized categories of wallets: hot wallets and cold wallets.
On the other hand, the downside to using cold wallets is that they are not as easily accessible and are typically used only for long-term storage of digital assets.
For wallets that offer services such as the exchanging of one digital asset for another, these services may be difficult to use.
Most significantly, wallets are often maintained by centralized exchanges, where the company that controls the technology of the wallet holds onto the private keys, which gives the wallet creator control over the digital assets that can be accessed with those private keys.
In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
Given the fact-intensive nature of the “security” analysis under the applicable legal standard, there is a lack of certainty with respect to whether a particular digital asset, product, or service will be deemed to be a security by the SEC or by U.S. federal or state courts.
A number of enforcement actions and civil lawsuits have been brought against developers, sponsors and issuers of digital assets and digital asset products, as well as against trading platforms that support digital assets, in which the SEC has taken the position that certain digital assets are securities, including certain digital assets supported by the Exodus Platform.
These digital assets include, but are not limited to, Binance USD (BUSD), Solana (SOL), Cardano (ADA), Polygon (MATIC), Cosmos (ATOM), The Sandbox (SAND), Decentraland (MANA) and Axie Infinity (AXS).
Several foreign governments have also issued similar warnings cautioning that certain digital assets, including certain digital assets supported by the Exodus Platform, may be deemed to be securities under the laws of their respective jurisdictions.
Since the creation of the Exodus Platform, it has been downloaded over 15.7 million times as of December 31, 2024 and was downloaded approximately 3.3 million times during 2024.
On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users can send, receive and store over 100,000 digital assets.
Users can also access the services offered and performed by our API Providers that allow users to engage in services such as digital asset exchanging, fiat onboarding and staking products for over 21,000 digital assets.
We have two international subsidiaries, Proper Trust AG and Osmium Europe B.V.
Once operational, we expect Osmium Europe B.V. to handle European fiat onboarding agreements.
We also provide consulting services, such as wallet design, and other services, such as lightning network wallet services.
See “Note 2—Summary of Significant Accounting Policies—Revenue Recognition” to our consolidated financial statements included in this report.
Exodus does not charge users to access this pricing information, which comes from two industry-leading pricing services.
CoinMarketCap, the primary provider; and Coingecko, the secondary provider.
The Exodus Platform will only use the secondary provider’s price in place of the primary provider’s price if there is a material variance between the primary and secondary providers’ prices, and certain other conditions are met.
In addition to checking for material variances between two providers, the Exodus Platform also checks for widespread variances that may occur, for example, due to a widespread outage across multiple service providers.
A widespread variance is considered to exist if there is a 2% variance in price across the primary and secondary providers and the additional verification source.
We expect to continue our subscription-based model for services offered by API Providers to persons located in the United States.
Historically, approximately 24% of our active users have been located in the U.S. at any given time.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on the Exodus Platform may currently be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.” Exodus or its subsidiaries maintains agreements with each individual API Provider.
Both the transaction-based and subscription-based API agreements that generate substantially all of our total revenue have indefinite terms and may be terminated by us or the counterparty exchange at any time, and without damages, upon seven days’ prior written notice.
API agreements generating a small percentage of our total revenue have similar termination provisions but contain longer termination notice periods, e.g., thirty days.
Either party may also immediately terminate the agreement in the event of a breach of law or uncured breach of contract, including by, negligence, recklessness, or willful or fraudulent misconduct by, or the bankruptcy of the other party, or if the API integration becomes prohibited by applicable law, regulation, rule or directive.
The form of API agreements (both the form U.S. agreement and the form international agreement) are attached as exhibits to this Annual Report on Form 10-K.
Our API Providers as of December 31, 2024 are set forth in the table below, including the jurisdiction of each and the services provided to users of our platform by each, including whether the API provides such services to U.S. persons.
We also maintain a list of our API Providers in our Terms of Use, which we update on a periodic basis.
The information on our website is deemed not to be incorporated in this Annual Report on Form 10-K.
API Provider Service Provided U.S. and/or INTL (1) Jurisdiction 1inch Exchange Aggregation INTL British Virgin Islands Aeroswap Exchange Aggregation U.S. and INTL British Virgin Islands ChangeHero Exchange Aggregation U.S. and INTL Hong Kong Changelly Exchange Aggregation INTL Hong Kong ChangeNow Exchange Aggregation U.S. and INTL Saint Vincent and Grenadines Cripto InterCambio Exchange Aggregation U.S. and INTL Seychelles Dexhunter Exchange Aggregation U.S. and INTL Saint Vincent and Grenadines Exolix Exchange Aggregation U.S. and INTL Ukraine Jupiter Exchange Aggregation U.S. and INTL Singapore LI FI Exchange Aggregation U.S. and INTL Germany n.Exchange Exchange Aggregation INTL Republic of the Marshall Islands Rango Exchange Aggregation U.S. and INTL Dubai, UAE SimpleSwap Exchange Aggregation U.S. and INTL Saint Vincent and Grenadines Switchain Exchange Aggregation INTL Republic of the Marshall Islands Everstake Staking INTL England (2023) (2) Blockchain.com Fiat Onboarding U.S. and INTL USA CoinMe Fiat Onboarding U.S.
USA Sardine Fiat Onboarding U.S. and INTL USA Bitrefill Affiliate Revenue U.S. and INTL Sweden Magic Eden Affiliate Revenue U.S. and INTL USA Trezor Affiliate Revenue INTL Czech Republic Wallet of Satoshi Affiliate Revenue and P2P Sending/Receiving (4) INTL in (2023) (3) Australia (1) API Providers are subject to legal and regulatory restrictions depending on the laws of the jurisdictions in which they operate.
(2) In 2023, Everstake moved its jurisdiction from Ukraine to England.
(3) In 2023, Wallet of Satoshi ceased its U.S. operations.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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