Exodus Movement (EXOD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2026, to elect five directors and ratify Deloitte & Touche LLP as independent auditor for 2026.

• Shareholders of record as of March 6, 2026, are eligible to vote, with instructions provided for online, phone, and mail voting.

• Forward-looking statements are included, subject to risks and uncertainties as described in recent SEC filings.

Voting matters and shareholder proposals

• Proposals include election of five director nominees and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholders may submit proposals for the 2027 meeting by November 17, 2026, and director nominations between January 1 and January 31, 2027.

Board of directors and corporate governance

• Board consists of five members, including CEO and President of a subsidiary; three are independent.

• Board leadership combines CEO and Chairman roles; no lead independent director designated.

• Controlled company exemption claimed, with two founders controlling 93% of voting power.

• Audit and Compensation & Governance Committees are established, with independent directors serving on both.

• Code of Ethics and insider trading policy adopted; independent directors meet in executive session after each board meeting.