UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1119, 2026

______________________

Exodus Movement, Inc.

(Exact name of Registrant as Specified in Its Charter)

______________________

Texas

001-42047

81-3548560

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

15418 Weir St. #333

Omaha,

Nebraska

68137

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 833 -992-2566

(Former Name or Former Address, if Changed Since Last Report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.000001 per share

EXOD

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On March 11,~~ 2026, ~~Exodus~~Stock ~~Movement,~~Incentive Inc. (the "Company") issued a press release announcing the Company's financial and operating results for the fiscal quarter and fiscal year ended December 31, 2025 and preliminary first quarter 2026 highlights. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.Plan

~~The~~In ~~information~~February ~~furnished~~2026, ~~herein~~our ~~pursuant~~Board ~~to Item 2.02~~ of ~~this~~Directors ~~Current~~(the ~~Report~~“Board”), onits ~~Form~~Compensation ~~8-K~~Committee, ~~including~~and ~~Exhibit~~the ~~99.1~~stockholders ~~shall~~holding ~~not~~a bemajority ~~deemed~~of tothe bevoting ~~"filed"~~power ~~for~~of ~~purposes~~the outstanding shares of ~~Section~~capital 18stock of the ~~Securities~~Company ~~Exchange~~(by ~~Act~~written ofconsent ~~1934,~~in aslieu ~~amended~~of ~~(the~~a ~~"Exchange~~stockholders’ ~~Act"~~meeting), orapproved ~~otherwise~~the ~~subject~~Exodus toMovement, ~~the~~Inc. ~~liabilities~~2026 ofStock ~~that~~Incentive ~~section,~~Plan ~~and~~(the ~~shall~~“2026 ~~not~~Plan”). beOn ~~deemed~~February to23, be2026, ~~incorporated~~the byCompany ~~reference~~filed ~~into~~a ~~any~~definitive ofinformation ~~our~~statement ~~filings~~on ~~under~~Schedule ~~the~~14C ~~Securities~~with ~~Act~~the ofU.S. ~~1933,~~Securities asand ~~amended,~~Exchange orCommission ~~the~~(“SEC”) ~~Exchange~~and ~~Act~~commenced ~~whether~~mailing ~~made~~the ~~before~~definitive orinformation ~~after~~statement ~~the~~to ~~date~~stockholders ~~hereof~~of ~~and~~record ~~regardless~~as of ~~any~~the ~~general~~close ~~incorporation~~of ~~language~~business inon ~~such~~February ~~filings~~18, ~~except~~2026. toSuch ~~the~~stockholders’ ~~extent~~approval ~~expressly~~and ~~set~~the ~~forth~~2026 byPlan ~~specific~~became ~~reference~~effective inon ~~such~~March a19, ~~filing~~2026.

The 2026 Plan provides for the grant of stock options, restricted stock units and other equity-based awards to employees, directors and officers of the Company. The number of shares of the Company’s Class A common stock authorized for issuance under the 2026 Plan is 4,280,000 shares, subject to adjustment as provided in the 2026 Plan. In addition, the shares of Class A common stock available for issuance under the 2026 Plan will automatically increase on January 1 of each year, beginning in January 1, 2027 and continuing through January 1, 2036 in an amount equal to 5% of the Outstanding Common Stock (as defined in the 2026 Plan) on the preceding December 31, unless a lower, or no, increase is determined by the Compensation Committee of the Board, or another committee designated by the Board to administer the 2026 Plan.

The foregoing description of the 2026 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit numbers						Description
99.1						Press release dated March 11, 2026
10.1						Exodus Movement, Inc. 2026 Equity Incentive Plan, dated March 19, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EXODUS MOVEMENT, INC.
Date:	March 1125, 2026	By:	/s/ James Gernetzke
			James Gernetzke, Chief Financial Officer

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