DEF 14C: Exodus Movement Redomesticates to Texas, Amends Dividends

Exodus Movement, Inc. is redomesticating from Delaware to Texas and amending its charter to allow for Class A Common Stock-only dividends, a move approved by majority stockholders.

Summary

• Redomestication of Exodus Movement, Inc. from the State of Delaware to the State of Texas by conversion has been approved by written consent of stockholders owning a majority of the voting power.
• An amendment to the company's Certificate of Incorporation has been approved to allow for distributions (dividends) to be paid exclusively to holders of Class A Common Stock, excluding Class B Common Stock, if approved by the Board of Directors.
• The Board believes these actions will provide greater flexibility in capital allocation and potentially maximize value by enhancing benefits for Class A Common Stockholders.
• Co-founders Jon Paul Richardson (Chief Executive Officer and Chair of the Board) and Daniel Castagnoli (Director and President of 3ZERO, LLC) are among the consenting stockholders and hold over 96% of the Class B Common Stock.
• Mr. Richardson and Mr. Castagnoli have communicated their preference not to receive dividends on their Class B Common Stock, believing future dividends should only be paid on Class A Common Stock.
• The company is exploring the possibility of issuing dividends to its Class A Common Stockholders in the form of Bitcoin (BTC), leveraging its corporate treasury holding over 2,100 BTC as of September 30, 2025.
• The Texas Redomestication and the Charter Amendment are anticipated to become effective on or about December 8, 2025.
• As of November 7, 2025, 9,934,432 shares of Class A Common Stock and 19,350,025 shares of Class B Common Stock were outstanding and entitled to vote.
• Consenting stockholders represented approximately 92.3% of the total voting power of outstanding Class A and Class B Common Stock and 96.9% of the outstanding Class B Common Stock voting power as of November 7, 2025.

Sentiment

Score: 7

Explanation: The filing outlines strategic corporate governance changes and a redomestication aimed at long-term operational and financial benefits, particularly for Class A shareholders and the company's digital asset strategy. While these changes offer potential advantages like reduced litigation risk and capital allocation flexibility, the transition to a less established legal precedent in Texas introduces a degree of uncertainty. The immediate impact on financial performance is not detailed, and the benefits are largely forward-looking and strategic. The ability to issue Bitcoin dividends is a notable positive for a digital asset company.

Positives

• Increased flexibility in capital allocation strategy, potentially maximizing value for Class A Common Stockholders through targeted distributions.
• Ability to issue dividends in Bitcoin (BTC) to Class A Common Stockholders, leveraging a core asset and promoting business objectives like adoption of Exodus products and services.
• Texas law is expected to provide a more stable, predictable, and efficient platform for operations due to its statute-based approach to director and officer duties, reducing reliance on evolving judicial interpretations.
• Potential reduction in opportunistic and frivolous litigation against the company and its directors and officers due to Texas's limitations on derivative claims (e.g., potential 3% ownership threshold) and more restricted shareholder inspection rights (e.g., 5% ownership or 6-month holding period).
• Texas's emerging status as a digital asset hub, with prominent BTC miners, digital asset treasury operations, and support for the digital asset industry, creates a favorable operating environment.
• The Texas Stock Exchange (TXSE) may offer long-term listing optionality and market infrastructure support for digital asset companies.
• Broader protection from personal liability for directors and officers under the Texas Business Organizations Code (TBOC) compared to the Delaware General Corporation Law (DGCL), potentially aiding in attracting and retaining qualified management and directors.

Negatives

• Loss of extensive Delaware precedent case law and the highly respected, experienced Delaware Court of Chancery and Delaware Supreme Court.
• Uncertainty regarding how the newly established Texas Business Court and Fifteenth Court of Appeals will interpret Texas statutes without developed case law.
• Limitations on derivative claims and shareholder demands under Texas law may adversely affect shareholders' ability to bring claims for disputes with the company or its management.
• Heightened requirements for shareholder proposals in Texas, which may include owning at least $1 million in shares or 3% of voting shares, holding them for six months, and soliciting holders representing at least 67% of voting power.
• The Texas Bylaws include a mandatory waiver of the right to a jury trial for internal entity claims.
• Transaction costs will be incurred in connection with the Texas Redomestication, and additional unanticipated costs may arise.
• The Texas Redomestication may result in additional litigation, regardless of merit, leading to expense, distraction, and management time diversion.
• Certain effects of the Texas Redomestication may be considered to have anti-takeover implications.

Risks

• No assurance that the Texas Redomestication will result in all or any of the described benefits, including those related to incorporation in Texas or the application of Texas law.
• Less predictability with respect to corporate decisions or transactions and the extent of shareholder rights to challenge them, due to less developed Texas case law.
• Risk of opportunistic and frivolous litigation, which can lead to substantial legal fees, increased D&O insurance premiums, and diversion of management resources.
• Potential for legal challenges to the Texas Redomestication, including stockholder challenges under Delaware law, seeking to delay or prevent its completion.
• Directors and officers may be considered to have interests in the Texas Redomestication that are different from, or in addition to, the interests of stockholders generally, due to greater statutory protections or limitations on liability under Texas law.
• The fair value of Class B Common Stock determined by the Delaware Court of Chancery in an appraisal proceeding could be less than, equal to, or more than the value of the Texas Corporation Class B Common Stock offered in the redomestication.

Future Outlook

The company anticipates increased flexibility in capital allocation and potential value maximization for Class A stockholders through targeted distributions, including the possibility of Bitcoin dividends. The move to Texas is expected to provide a more predictable legal environment, reduce litigation risk, and align with Texas's emerging digital asset ecosystem, potentially offering long-term listing optionality with the Texas Stock Exchange.

Management Comments

• Mr. Richardson and Mr. Castagnoli have communicated to the Board that at this time they do not wish to receive any dividends on their Class B Common Stock and that they believe the Company and its stockholders would be better served if any future dividends were only paid on the Class A Common Stock.
• The Board believes that the Charter Amendment will allow for additional flexibility in the Company’s capital allocation strategy and will potentially maximize value by enhancing the potential benefit the Company obtains through targeted distributions to holders of Class A Common Stock.
• Issuing dividends in BTC on only shares of Class A Common Stock would allow the Company to leverage a core asset to reward its public stockholders directly, rather than converting it to fiat currency, and promote business objectives, such as the adoption of Exodus products and services, and seeks to reinforce Exodus commitment to driving the future of accessible and secure finance.
• The Board believes that Texas law is more advantageous to the Company than Delaware law because Texas courts follow a more statute-based approach to director and officer duties that is less dependent upon judicial interpretation.
• The Board believes that Texas statute-based approach provides greater certainty for corporate decision-making, which in turn will benefit our stockholders by reducing artificial friction or undue procedural burdens and allowing the Company to more fully consider and potentially enter into advantageous business opportunities.
• The Texas Redomestication may reduce the risk of future opportunistic and frivolous litigation against the Company and its directors and officers.
• The Board believes that the combination of Texas economic strength, business-friendly operating environment and support for the digital asset industry creates opportunities for businesses like Exodus to operate in a more predictable and favorable jurisdiction, with greater potential for investment and growth.
• The Board believes that the Texas Redomestication is in the best interests of the Company and its stockholders.

Industry Context

The redomestication to Texas aligns with a broader trend of states, including Texas, actively seeking to attract corporations by amending corporate laws to be more business-friendly and predictable, contrasting with Delaware's common law approach. Texas is specifically highlighted as an emerging digital asset hub, hosting major Bitcoin miners and supporting the industry with incentives and a specialized business court system. This move positions Exodus to potentially benefit from a market infrastructure that supports digital asset companies, including the potential for listing on the Texas Stock Exchange.

Comparison to Industry Standards

• Texas's statute-based approach to director and officer duties is contrasted with Delaware's common law approach, which relies more heavily on judicial decisions and is perceived to have raised questions about predictability.
• The newly established Texas Business Court and Fifteenth Court of Appeals are compared to Delaware's highly respected and experienced business courts, noting that Texas case law is not as developed, potentially leading to less predictability.
• Texas's limitations on derivative claims (e.g., potential 3% ownership threshold, 5% or 6-month holding period for inspection) are presented as more restrictive than Delaware's Section 220, even after the 2025 DGCL Amendments.
• Texas has codified the business judgment rule, providing statutory protection for directors and officers from liability for good faith decisions, which is presented as offering greater certainty than Delaware's common law presumption, especially in transactions involving controlling stockholders.
• Texas law provides directors with greater discretion in corporate decisions, including takeover situations, compared to Delaware law, which emphasizes maximizing shareholder value in change of control scenarios and applies heightened scrutiny to defensive measures.
• Texas explicitly allows directors to consider social purposes and other constituencies, whereas Delaware case law generally requires directors to maximize value for stockholders, with consideration of other interests only if it serves that ultimate goal.
• The TBOC provides broader protection from personal liability for directors and officers than the DGCL, particularly for officers in derivative claims.
• The Texas Stock Exchange (TXSE) is highlighted as a forward-thinking exchange for innovative technology and digital asset companies, offering potential long-term listing optionality, positioning Exodus to benefit from an evolving market infrastructure.

Corporate Governance

Legal Proceedings

• As of the date of this Information Statement, the company is not currently a party to any claim or litigation that would reasonably be expected to have a material adverse effect on its business.
• Litigation, regardless of outcome, can have an adverse impact due to defense and settlement costs, diversion of management resources, and other factors.

Related Party Transactions

• The Consenting Stockholders, including Jon Paul Richardson (CEO and Chair) and Daniel Castagnoli (Director and President of 3ZERO, LLC), who collectively control approximately 92.1% of the total voting power and over 96% of Class B Common Stock, approved the Charter Amendment and Texas Redomestication.
• Mr. Richardson and Mr. Castagnoli have communicated to the Board that they do not wish to receive dividends on their Class B Common Stock, supporting the Charter Amendment to pay dividends only on Class A Common Stock.

Stakeholder Impact

• Shareholders (Class A): Potential for enhanced value through targeted distributions, including Bitcoin dividends. Will be governed by Texas corporate law and exclusive forum provisions. Not entitled to appraisal rights for the redomestication.
• Shareholders (Class B): Will not receive dividends if approved by the Board, as per the charter amendment. Have appraisal rights for the Texas Redomestication if they do not consent and follow proper procedures. Will be governed by Texas corporate law and exclusive forum provisions.
• Directors and Officers: Will benefit from broader statutory protections and limitations on personal liability under Texas law, potentially aiding in attraction and retention. Subject to the new Texas corporate governance framework.
• Company (Exodus Movement, Inc.): Aims for increased capital allocation flexibility, reduced litigation risk, and alignment with a business-friendly digital asset ecosystem in Texas. Will incur transaction costs for redomestication.
• Employees: No direct impact on employment or operations mentioned, as the company will continue to operate as a remote-first company.

Next Steps

• Effect the Charter Amendment and the Texas Redomestication on or about December 8, 2025.
• File a certificate of amendment to the Certificate of Incorporation with the Office of the Secretary of State in Delaware on or about December 8, 2025.
• File a certificate of conversion and the Texas certificate of formation with the Office of the Secretary of State of the State of Texas on or about December 8, 2025.
• Holders of Class B Common Stock who wish to exercise appraisal rights must deliver a written demand for appraisal within 20 days after the date of mailing of this Information Statement (on or about November 17, 2025).
• The converted corporation will notify stockholders entitled to appraisal rights within 10 days after the Texas Redomestication Effective Time.
• An appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery within 120 days after the Texas Redomestication Effective Time by any person entitled to appraisal rights.
• The Board may elect in the future to adopt an ownership threshold of up to 3% of outstanding shares for derivative claims in the Texas Bylaws.
• The Company may elect in the future to adopt heightened ownership requirements for shareholder proposals in the Texas Bylaws.

Key Dates

Recommendation

The strategic move to Texas and the amendment to dividend policy represent significant corporate governance shifts aimed at long-term operational and financial benefits, particularly for Class A shareholders and the company's digital asset strategy. While these changes offer potential advantages like reduced litigation risk and capital allocation flexibility, the transition to a less established legal precedent in Texas introduces a degree of uncertainty. The immediate impact on financial performance is not detailed, and the benefits are largely forward-looking and strategic. Investors should hold to observe the execution of these changes and their tangible effects on the company's operations and financial health, especially given the co-founders' significant control and their decision to waive Class B dividends.

Keywords

Exodus Movement, Redomestication, Texas, Delaware, Corporate Governance, SEC Filing, Class A Common Stock, Class B Common Stock, Dividends, Bitcoin, Digital Assets, Shareholder Rights, Corporate Law, Risk Management, Capital Allocation, NYSE American, EXOD