792 paragraphs in Risk Factors of the 10-K filed Mar 11, 2026
with nothing like them in the 10-K filed Mar 6, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Show the other 75
•Our holdings of digital assets, including the markets for Bitcoin, Tether, Ether and USDC, could expose us to
Read in the 10-K ↗
•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.
Similar paragraph at 2 of 31 other Crypto companies:
GEMI,
RIOT•Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues
Read in the 10-K ↗
•We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements
Similar paragraph at 2 of 31 other Crypto companies:
FIGR,
TRONapplicable to emerging growth companies will make our Class A common stock less attractive to investors.
Read in the 10-K ↗
•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
Read in the 10-K ↗
•Failure to comply with anti-corruption, privacy, export control, import, or sanctions laws could harm our
Read in the 10-K ↗
•We may plan to launch products in the future that require regulatory licenses for which we may fail to obtain or
•Our Class A common stock may be highly volatile, decline due to actual or perceived large sales, and may not
maintain an active or stable trading market, potentially causing significant investor losses.
•The dual class structure of our common stock, as well as provisions of our Certificate of Incorporation and our
Read in the 10-K ↗
•The regulations governing tokenized securities in the United States are evolving and could introduce material
Read in the 10-K ↗
with the more detailed risk factors below and the information provided elsewhere in this report, including “Item 1 –
Business” and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Similar paragraph at 1 of 31 other Crypto companies:
BTCS
demonstrate to potential and existing users that our platform offers significant advantages over those of our competitors.
Market acceptance of the Exodus Platform is affected by a number of factors, many of which are beyond our control,
including the timing of the release into the market of new products, features and functionality introduced by our
competitors, the performance of third-party services offered through the Exodus Platform, user perceptions of the Exodus
Platform’s security and reliability, acceptance and interest in digital assets and the growth or contraction of the market in
Similar paragraph at 1 of 31 other Crypto companies:
CORZAs the market for digital assets and related services continues to mature, we expect that an increased focus on user
satisfaction will profoundly impact demand for the Exodus Platform. We believe that our users are increasingly looking for
flexible and secure digital asset wallets that seamlessly integrate a range of applications and support a wide variety of
digital assets, while streamlining the user experience and minimizing complexity. Despite past performance, if we are
unable to meet this demand, or if the Exodus Platform otherwise fails to achieve widespread market acceptance, our
business, results of operations, financial condition and growth prospects may be adversely affected.
Read in the 10-K ↗
We believe that maintaining our reputation as a leading provider of a self-custodial digital asset wallet with superior user
support is critical to our relationship with our existing users and our ability to attract new users. The successful promotion
of our brand will depend on several factors, including our ability to maintain a record of security, performance and
Similar paragraph at 1 of 31 other Crypto companies:
ASSTreliability; our ability to continue to develop and integrate high-quality products and features for our platform through API
agreements; and our ability to successfully differentiate our platform from competitive products and services. Independent
industry and financial analysts often provide reviews of our platform, as well as those of our competitors. Perception of our
offerings in the marketplace may be significantly influenced by these expert reviews. If reviews of our platform are
negative or less positive than those of our competitors our brand may be adversely affected. The performance and
reputation of our third-party API Providers may also affect our brand and reputation, particularly if users do not have a
Further promotion of our brand may require us to make increased expenditures, and we anticipate that the expenditures will
increase as our market becomes more competitive. Expenditures intended to maintain and enhance our brand may not be
cost-effective or effective at all. If we do not successfully maintain and enhance our brand, we may experience reduced
pricing power relative to our competitors, a decrease in existing users, failure to attract new users or an inability to expand
Read in the 10-K ↗
The success of third-party services on the Exodus Platform is affected by a number of factors, many of which are beyond
our control, such as our ability to successfully integrate services into the Exodus Platform using third-party APIs,
technological changes and developments, user preferences and technical support provided by the third party. Interruptions
or delays in our cloud or internal infrastructure or third-party services and cybersecurity incidents such as attacks on our
information systems by malicious actors could also affect our third-party services.
There can be no assurance that these third-party services will continue to perform in a manner our users find adequate. In
Similar paragraph at 2 of 31 other Crypto companies:
CORZ,
GEMIaddition, if any of the agreements with our API Providers are terminated or suspended, whether due to a failure or breach
of performance or otherwise, we could be forced to incur additional expenses in seeking replacements, may not be able to
obtain replacements in a timely fashion, if at all, and such interruptions or discontinuations of service could interfere with
our existing user relationships and make us less attractive to potential new users. Multiple terminations or suspensions in a
short period of time could impair the functionality of the Exchange Aggregator, resulting in user dissatisfaction and
revenue loss. Additionally, certain of our third-party API Providers deliver features and functionalities that, if no longer
available to us, cannot be replaced easily or in a timely fashion, if at all. Users may attribute such interruptions or delays to
the operations of our platform, leading to doubts about the efficiency or reliability of the Exodus Platform which could
In the event of errors, misconduct, negligence, or failures by our management team, our employees or contractors, or
Management, employee, contractor or third-party service provider misconduct or errors could subject us to legal liability,
financial losses, and regulatory sanctions and could seriously harm our reputation and negatively affect our business. Such
Similar paragraph at 1 of 31 other Crypto companies:
GLXYmisconduct could include engaging in improper or unauthorized transactions or activities, insider trading and
Similar paragraph at 1 of 31 other Crypto companies:
GLXYmisappropriation of information, failing to supervise other employees, contractors or service providers, improperly using
confidential information, as well as improper trading activity such as spoofing, layering, wash trading, manipulation and
front-running. Additionally, our third-party service providers may misappropriate customer funds or digital assets. Third-
party service provider errors may include mistakes in executing, recording, or processing transactions for users. The
processes and procedures we have implemented and the training provided to our team members to reduce the likelihood of
misconduct and error, and as well as the representations we require our third-party service providers to make to us
regarding their processes and procedures, may not be successful. It is not always possible to deter misconduct, and the
precautions we and our third-party service providers take to prevent and detect this activity may not be effective in all
Similar paragraph at 1 of 31 other Crypto companies:
GLXYIf we were found to have not met our compliance and other obligations, we could be subject to regulatory sanctions,
financial penalties, restrictions on our activities for failure to properly identify, monitor and respond to potentially
problematic activity and seriously damage our reputation. Our employees, contractors and agents could also commit errors
that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further,
allegations by regulatory or criminal authorities of improper trading activities could affect our brand and reputation. If our
third-party service providers were found to have not met their regulatory oversight and compliance and other obligations or
if our third-party service providers experience bankruptcy or insolvency, we could receive negative publicity and damage
Read in the 10-K ↗
cybersecurity threats which may include attacks from malicious third parties, viruses, ransomware and other malicious
software, computer hacking, human error or malfeasance, and social engineering (including phishing attacks). We, and our
users, have experienced, and may continue to experience, efforts to gain unauthorized access to, or disrupt, our internal
The cybersecurity threat landscape is rapidly evolving and has become increasingly sophisticated, and we may not be
successful in preventing or mitigating cybersecurity threats that could have a material adverse effect on us despite our
Similar paragraph at 2 of 31 other Crypto companies:
BTBT,
CORZefforts to protect against them. If any of the foregoing events were to materialize, they could result in technical disruptions
or errors, the loss of sensitive information, and unauthorized access to our internal systems, networks and data. Moreover, a
delay in or failure to detect a cybersecurity incident, or the full extent of an incident, could exacerbate its effects. We may
also be required to expend significant resources to investigate and remediate vulnerabilities or other identified risks, costs
which may not fully be covered by insurance coverage or indemnified by other means.
Read in the 10-K ↗
users, impact our competitive position, or result in litigation or regulatory proceedings, fines, penalties or other liabilities.
The third-party platforms on which users swap digital assets may be 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
Over the past several years, a number of digital asset trading platforms have been closed or faced issues due to fraud,
failure, security breaches or governmental regulations. Particularly for operators outside of the United States, digital asset
trading platforms are not regulated in ways similar to national securities exchanges and other highly regulated trading
environments or, if subject to regulation in a relevant jurisdiction, may not be in compliance. As a result, capital
requirements, clearing infrastructure and technical and operational security requirements may vary. The nature of the
digital assets held at these platforms makes them appealing targets for hackers and a number of digital asset trading
platforms have been victims of cybercrimes. It is possible that the customers of such digital asset trading platforms may not
be compensated or made whole for the partial or complete losses of their account balances in such platforms.
Similar paragraph at 1 of 31 other Crypto companies:
CORZ
in such platforms and result in greater volatility in the prices of digital assets.
Read in the 10-K ↗
Digital asset platforms are relatively new, and many are unlicensed, may be subject to regulation in a relevant jurisdiction
but may not be in compliance, are unregulated, or may operate without supervision by any governmental authorities, and
do not provide the public with significant information regarding their management team, corporate practices, cybersecurity,
Similar paragraph at 1 of 31 other Crypto companies:
CORZand regulatory compliance. To the extent that unanticipated operational or trading problems or other failures, such as
security or technical failures, arise on trading platforms or the Exodus Platform, customers, users and the general public
Read in the 10-K ↗
impact on our business and our customers’ perception of us, including decreased use of our platform and loss of customer
Similar paragraph at 1 of 31 other Crypto companies:
FIGRDigital asset exchanges may be exposed to front-running, wash trading or other manipulative acts or practices.
Digital asset exchanges may be susceptible to “front-running,” which refers to the process whereby someone uses
technology or market advantage to obtain information about upcoming transactions. Front-running is a frequent activity on
centralized as well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe, bad actors are
able to take advantage of the forthcoming price movement and make economic gains at the cost of those who conducted
these transactions. The objective of a front runner is to buy a chunk of tokens at a low price and later sell them at a higher
price. Front-running happens via manipulations of gas prices or timestamps, also known as slow matching. Digital asset
exchanges may be susceptible to wash trading, which occurs when offsetting trades are entered into for other than bona fide
reasons, such as the desire to inflate reported trading volumes. Wash trading may be motivated by non-economic reasons,
such as a desire for increased visibility on popular websites that monitor markets for digital assets so as to improve their
attractiveness to investors who look for maximum liquidity, or it may be motivated by the ability to attract listing fees from
token issuers who seek the most liquid and high-volume exchanges on which to list their digital assets. Results of wash
trading may include unexpected obstacles to trade and erroneous investment decisions based on false information. In the
United States, there have been allegations of wash trading even on regulated venues.
Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts
Similar paragraph at 1 of 31 other Crypto companies:
XXIand practices, could adversely affect the value of digital assets and/or negatively affect the market perception of digital
Similar paragraph at 2 of 31 other Crypto companies:
CORZ,
HSDTassets. To the extent that front-running, wash trading or other manipulative acts or practices occur or appear to occur in
digital asset exchanges, investors may develop negative perceptions about the price integrity of digital assets exchanges
and the digital assets industry more broadly, which could adversely impact the price of digital assets.
Read in the 10-K ↗
dissatisfied with the Exodus Platform as a result of these negative experiences.
Public and private digital asset “keys,” comprising an alphanumeric code, enable users to manage their digital assets on the
Similar paragraph at 1 of 31 other Crypto companies:
FIGRblockchain. Our users are able to send digital assets by inputting a public blockchain address and an amount to transfer and
Similar paragraph at 1 of 31 other Crypto companies:
FIGRare able to receive digital assets by providing the sending party with the users’ own public blockchain address. Our
Similar paragraph at 1 of 31 other Crypto companies:
FIGRinvolvement in these transfers is generally limited to providing a visual interface to access the blockchain. We do not take
possession of the user’s assets and have no access to the user’s public or private keys.
A number of errors can occur in the process of a user depositing or withdrawing digital assets into or from their Exodus
wallets, such as typos, mistakes, or the failure to include the information required by the respective blockchain network.
For instance, a user may incorrectly enter the desired recipient’s public key when withdrawing from our platforms or
transfer digital assets to a wallet address that the user does not own, control, or hold the private keys to. In addition, each
wallet address is only compatible with the underlying blockchain network on which it is created. For example, an Ethereum
wallet address can only be used to send and receive Ether. If any Bitcoin or other digital assets are sent to an Ethereum
wallet address or if any of the foregoing errors occur, all of the user’s sent digital assets will be permanently and
irretrievably lost with no means of recovery, including by us. In these scenarios, users may blame or become dissatisfied
Read in the 10-K ↗
digital services and subject us to regulatory scrutiny, reputational harm and significant financial losses.
Read in the 10-K ↗
Digital assets are controllable only by the possessor of the unique private key relating to the wallet in which the digital
Similar paragraph at 1 of 31 other Crypto companies:
CORZassets are held. While blockchain protocols typically require public addresses to be published when used in a transaction,
private keys must be safeguarded in order to prevent a third party from accessing the digital assets held in such a wallet. To
the extent that any of the private keys relating to our hot wallet or cold wallet containing digital assets held for our own
Similar paragraph at 1 of 31 other Crypto companies:
CRCL
Aspects of the Exodus Platform and our applications include or utilize software released under the terms of open source
licenses, including the MIT License, Internet Systems Consortium License, Apache License, Mozilla Public License and
GNU Lesser General Public License. While we monitor our use of open source software (“OSS”), we could be subject to
suits for noncompliance with open source licensing terms, infringement on a third party’s intellectual property rights or
indemnification. Such inadvertent use could also require us to release our proprietary source code, pay damages, royalties,
license fees or other amounts, seek new licenses from third parties, re-engineer our platform or applications, discontinue
sales or distribution of software in the event re-engineering cannot be accomplished on a timely basis or take other
remedial action that may divert resources away from the operation of our business, maintenance of our platform or our
Read in the 10-K ↗
Our business requires us to enter into a large number of agreements with third-party service providers and distribute the
Exodus Platform in many different jurisdictions. Our agreements contain a variety of terms, including service levels, data
privacy and security obligations, indemnification, dispute resolution procedures and regulatory requirements. Agreement
terms may not be standardized across our business and can be subject to differing interpretations and local law
Read in the 10-K ↗
third parties notify us of a breach of contract or otherwise dispute the terms of our agreements, the dispute resolution
process could be expensive and time consuming and result in the diversion of resources that could otherwise be deployed to
grow our business. Even if these disputes are resolved in our favor, we may be unable to recoup the expenses and other
diverted resources committed to resolving the dispute and, if we receive negative publicity in connection with the dispute,
our reputation and brand may be harmed. Furthermore, the ultimate resolution of such disputes may be adverse to our
interests and as a result could negatively affect our results of operations and financial condition.
Read in the 10-K ↗
The market in which our platform competes is intensely competitive and characterized by rapid changes in technology, user
expectations, industry standards, frequent introductions of new products and improvements to existing products. We expect
competition to increase as other established or emerging companies enter the markets for digital assets, particularly with
respect to wallets, exchanges and applications designed to support digital assets.
In particular, some of our competitors may have substantially broader and more diverse product and services offerings,
allowing them to leverage existing commercial relationships, incorporate functionality into existing products, sell products
and services with which we compete at zero or negative margins, offer fee waivers and reductions or other economic and
non-economic concessions, bundle products, maintain closed technology platforms or render our platform unable to
interoperate with such products. If they were to engage in predatory practices, it could harm our existing platform offerings
or prevent us from creating viable products in other segments of the markets in which we participate. If we are unable to
anticipate or effectively react to these challenges, our competitive position could weaken, and we could experience a
Read in the 10-K ↗
Because our platform is designed to operate on a variety of networks, applications, systems and devices, we will need to
continually modify and enhance our platform to keep pace with technological advancements. There can be no assurance
that updates to our platform will be released in a timely or cost-effective manner. In addition, they may contain errors or
defects in operability within the Exodus Platform, which could make our platform become less marketable, less
Read in the 10-K ↗
Our success depends on our ability to effectively manage the growth of our business. The Exodus Platform has experienced
Similar paragraph at 1 of 31 other Crypto companies:
MARArapid organic growth since the market for digital assets began attracting widespread interest in 2017 and 2018. Our growth
has placed, and is expected to continue to place, a strain on our management and our administrative, operational and
financial infrastructure. Our success will depend in part on our ability to manage this growth effectively, which will require
that we continue to improve our administrative, operational, financial, legal, and management systems and controls by,
among other things: maintaining the integrity of our core business purpose, which is to design and provide the best user
experience for digital assets; maintaining high levels of user support; ensuring the integrity and security of our platform
and IT infrastructure; identifying and continuing to expand strategic relationships with third-party API Providers and
executing agreements to integrate third-party software into the Exodus Platform; further improving our key business
applications, processes and IT infrastructure; and enhancing our information and communication systems to ensure that our
team members around the world are well-coordinated and can effectively communicate with each other and our growing
Managing our growth will require capital expenditures and allocation of valuable management and team member resources.
If we fail to manage our expected growth, the uninterrupted and secure operation of our platform and our compliance with
Similar paragraph at 1 of 31 other Crypto companies:
FIGRthe rules and regulations applicable to our operations, the quality of our platform and ability to compete could suffer. Any
failure to preserve our culture also could further harm our ability to retain and recruit personnel, innovate and create new
enhancements for our platform, operate effectively and execute on our business strategy.
While we may need to raise additional capital to expand our operations, pursue our growth strategies and respond to
Similar paragraph at 2 of 31 other Crypto companies:
CORZ,
HUTcompetitive pressures or working capital requirements, we may not be able to obtain additional debt or equity financing on
favorable terms, if at all, which could impair our growth and adversely affect our existing operations. The global economy,
including credit and financial markets, has in recent years experienced extreme volatility and disruptions, including
diminished credit availability, bank collapses, rising interest and inflation rates, declines in consumer confidence, declines
in economic growth, increases in unemployment rates, fluctuating currency valuations and uncertainty about economic
stability. Such macroeconomic conditions could also make it more difficult for us to incur additional debt or obtain equity
financing. Further, the digital asset industry has been negatively impacted by recent events in recent years such as the
bankruptcies of Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX. In response to
Similar paragraph at 1 of 31 other Crypto companies:
CORZthese events, the digital asset markets, including the market for Bitcoin specifically, have experienced extreme price
Similar paragraph at 1 of 31 other Crypto companies:
CORZvolatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected,
Similar paragraph at 2 of 31 other Crypto companies:
BKKT,
CORZfurther undermining confidence in the digital asset markets and in Bitcoin. In light of conditions impacting our industry, it
Similar paragraph at 1 of 31 other Crypto companies:
CORZIf we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests,
and the per share value of our Class A common stock could decline. Furthermore, if we engage in additional debt
financing, the holders of debt likely would have priority over the holders of our Class A common stock on order of
payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness, take other
actions including accepting terms that require us to maintain specified liquidity or other ratios that could otherwise not be
in the interests of our shareholders. Additionally, additional debt financing may require us to pledge certain of our digital
asset holdings as collateral, which may lead to the forced disposition of such digital asset holdings in certain circumstances,
Read in the 10-K ↗
Our ability as an organization to successfully acquire technologies or businesses is unproven. However, we believe that our
long-term growth depends, in part, on our ability to develop and monetize additional aspects of our platform, which we
may pursue through acquisitions, investments in other companies, partnerships, alliances or other strategic transactions. We
cannot assure you that we will be able to identify suitable transactions and, even if we are able to identify such transactions,
that we will be able to consummate any such acquisitions on acceptable terms or successfully integrate them. Completing
or successfully integrating strategic acquisitions involves significant risks that could adversely affect our business, results
of operations, capital position, and prospects. Any transaction may fail to close on anticipated terms or timelines; be
delayed, conditioned, or prohibited by regulators; or require unexpected divestitures or capital actions. Even if completed,
we may be unable to integrate operations, technologies, data, risk and compliance frameworks, products, and cultures
effectively; retain customers, counterparties, and key personnel; achieve expected cost synergies or revenue opportunities;
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. Market volatility,
interest rate movements, and funding conditions could reduce the value of acquired assets, among other adverse impacts,
while integration activities may distract management, strain risk management and internal control resources, and diminish
our ability to execute other strategic priorities. If we overestimate growth or synergy assumptions or encounter operational
or regulatory setbacks, such transactions could be dilutive to earnings, impair goodwill or other intangibles, heighten
liquidity and capital requirements, and expose us to litigation and reputational harm. For example, in November 2025, we
entered into an agreement to acquire W3C, which is expected to close in 2026. Any future strategic transactions we pursue
Read in the 10-K ↗
are directly exposed to Bitcoin’s price volatility and surrounding risks. In addition, the market price of our Class A
common stock has exhibited, and we expect will continue to exhibit, a direct correlation with the market price of Bitcoin.
Similar paragraph at 2 of 31 other Crypto companies:
GME,
MSTRAs a result, declines in the price of Bitcoin have historically been accompanied by, and may in the future result in,
immediate declines in the market price of our Class A common stock, regardless of our actual or expected operating
Similar paragraph at 3 of 31 other Crypto companies:
ABTC,
FIGR,
GLXYThe market price of Bitcoin is impacted by a variety of factors and is determined primarily using data from various
exchanges, over-the-counter markets and derivative platforms. As described above, the digital asset industry has been
negatively impacted by market price volatility. Such prices may also be subject to factors that impact commodities which
could subject us to additional influence from fraudulent or illegitimate actors, real or perceived scarcity and political,
economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding
future appreciation in the value of Bitcoin, our Class A common stock price and manipulation of market prices for both
Bitcoin and shares of our Class A common stock. Further, volatility in digital asset pricing could lead to other impacts such
as increased risks of legal proceedings or governmental scrutiny of us and our affiliates, users, suppliers and partners either
in the United States or in other jurisdictions. Continued volatility in the digital asset industry could adversely affect an
Most of our expenses, like team member salaries, are denominated in U.S. dollars and paid using Bitcoin. At the time of
payment, amounts are translated from U.S. dollar to Bitcoin based on the current Bitcoin rate. The Bitcoin used for
payments is primarily derived from revenue from ongoing operations received in Bitcoin. The company pays the transfer
fees related to outgoing payments. We are subject to translational risk because we may be required to pay a larger amount
of Bitcoin to satisfy these expenses if the dollar value of Bitcoin decreases. Certain of our other liabilities, expenses and
costs must be paid in U.S. dollars, and we may be required to convert digital assets to U.S. dollars in order to satisfy those
liabilities, expenses and costs. The U.S. dollar value of any given digital asset can fluctuate significantly and may be
characterized by volatility. There can be no assurance that we will be able to exchange our digital assets for U.S. dollars on
a timely basis, if at all, or for a fair price. If the value of our digital assets declines, or if we experience difficulties
converting our digital assets to U.S. dollars, we may not have sufficient liquidity to satisfy our liabilities, expenses and
costs as they become due, which may negatively affect our business operations and financial condition. For an example of
Similar paragraph at 1 of 31 other Crypto companies:
GMEthe volatility, the price of Bitcoin was $87,516 and $93,425 as of December 31, 2025, and 2024, respectively. To pay the
same $100,000 of salary took 1.14 Bitcoin on December 31, 2025, versus 1.07 Bitcoin on December 31, 2024.
Additionally, digital assets are not subject to the protections typically enjoyed by more conventional types of financial
Similar paragraph at 1 of 31 other Crypto companies:
CORZassets, such as FDIC or Securities Investor Protection Corporation insurance. If our digital assets are lost, stolen or
destroyed, we may not have adequate sources of recovery and, even if we can identify a third party responsible for such
loss, theft or destruction, such third party may not have the financial resources sufficient to make us whole again. Digital
asset networks may also be subject to vulnerabilities, such as a “51% attack” where, if a mining pool were to gain control
of more than 50% of the “hash” rate, or the amount of computing and process power being contributed to the network
through mining, a malicious actor would be able to gain full control of the network and the ability to manipulate the
blockchain. A significant portion of an individual digital asset may be held by a small number of holders, who would have
the ability to manipulate the price of the asset. In addition, we do not have insurance that covers our digital asset holdings
in the event of loss or fraud. As a result, we may suffer a loss with respect to our digital asset holdings, and we may not be
Similar paragraph at 2 of 31 other Crypto companies:
CORZ,
SBETable to recover any of our carried value in these digital asset holdings if they are lost or stolen. If we are not otherwise able
to recover damages from a malicious actor in connection with these losses, our business and results of operations may
suffer, which may have a material negative impact on the price of our Class A common stock.
Read in the 10-K ↗
•negative public perception or market sentiment regarding Bitcoin, Tether, Ether and USDC;
•development in mathematics, technology, including in digital computing, artificial intelligence, algebraic
Read in the 10-K ↗
Certain supported digital assets enable holders to earn rewards by participating in decentralized governance, bookkeeping
and transaction confirmation activities on their underlying blockchain networks, such as through staking activities,
including staking through validation, delegating and baking. Staking allows users to “stake” supported digital assets held in
their Exodus wallets by participating in blockchain validation through a third-party API Provider, Everstake. Everstake
currently provides and is expected to continue to provide such services for certain supported crypto assets to our users in
order to enable them to earn rewards based on crypto assets held in their Exodus wallets. Everstake’s network may further
require customer assets to be transferred into smart contracts on the underlying blockchain networks not under Everstake’s
or anyone’s control. If Everstake or smart contracts fail to operate as expected, suffer cybersecurity attacks, experience
security issues or encounter other problems, our users’ assets may be irretrievably lost. In addition, certain blockchain
networks dictate requirements for participation in the relevant decentralized governance activity, and may impose penalties,
or “slashing,” if the relevant activities are not performed correctly, such as if the staker, delegator or baker acts maliciously
on the network, “double signs” any transactions, or experience extended downtimes. If Everstake is slashed by the
underlying blockchain network, our users’ assets may be confiscated, withdrawn or burnt by the network. Any penalties or
Read in the 10-K ↗
laundering, gambling, tax evasion and scams. We, our API Providers or our partners may be specifically targeted by
individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect, intervene, disrupt,
and avoid such transactions in certain circumstances. The use of our platform for illegal or improper purposes could subject
us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement
actions, inquiries, or requests that could result in liability and reputational harm for us. In the event that a customer is found
responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental
inquiries, enforcement actions, prosecution, or otherwise held secondarily liable for aiding or facilitating such activities.
Owners of intellectual property rights or government authorities may seek to bring legal action against software providers
for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in
reputational harm, and any resulting liabilities, loss of transaction volume or increased costs could harm our business.
Our platform and brand may be impersonated and exploited by third-party criminal actors seeking to defraud users and
other illegal activity, and we may not be able to prevent all such activity. For example, in December 2025, the Company
Similar paragraph at 1 of 31 other Crypto companies:
CORZbecame aware of a fraudulent application listed on the App Store that falsely claimed to be our Exodus wallet and resulted
in user losses. The Company is not responsible for, does not control, and does not accept liability for the actions of
unaffiliated third-party criminals or any losses incurred as a result of such actions. Similar incidents may occur in the
future, and our past success in having the fraudulent application removed after sustained and proactive efforts does not
guarantee we will obtain similar removals in the future. Our steps to enhance protections and safeguards, such efforts may
not be fully effective. Criminal actors may continue to misuse our name, branding, or reputation in ways that are difficult to
detect or prevent, and our efforts to mitigate such risks may not be timely or effective. Any such incidents could harm
users, damage our brand and reputation, result in increased regulatory scrutiny or litigation, and adversely affect our
Similar paragraph at 1 of 31 other Crypto companies:
FIGRMoreover, while illegal activities are primarily facilitated through the use of fiat currencies, digital assets are relatively new
and, in many jurisdictions, may be lightly regulated or largely unregulated. Many types of digital assets have
characteristics, such as the speed with which digital currency transactions can be conducted, the ability to conduct
transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple
jurisdictions, and the irreversible nature of certain digital asset transactions, and encryption technology that anonymizes
these transactions, that make digital assets susceptible to use in illegal activity. U.S. federal and state and foreign regulatory
authorities and law enforcement agencies, such as the Department of Justice (“DOJ”), SEC, Commodities Futures Trading
Commission (“CFTC”), Federal Trade Commission ("FTC"), OFAC or the Internal Revenue Service (“IRS”), and various
state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to
be engaged in fraudulent schemes or other illicit activity involving digital assets. We also support digital assets that
incorporate privacy-enhancing features and may from time to time support additional digital assets with similar
functionalities. These privacy-enhancing digital assets obscure the identities of sender and receiver and may prevent law
enforcement officials from tracing the source of funds on the blockchain. Facilitating transactions in these digital assets
may cause us to be at increased risk of liability arising out of anti-money laundering and economic sanctions laws and
Read in the 10-K ↗
to bankruptcy proceedings. Such users could be treated as the API Provider’s general unsecured creditors.
For digital asset swap transactions, this risk would be limited to the brief period of time during which wallet users are
engaged in an active crypto-asset transaction. For example, in connection with digital asset swap transactions, a user may
be exposed to an API Provider experiencing insolvency or bankruptcy when wallet users are engaged in an active crypto-
asset transaction on an API Provider’s platform. As another example, if a staking API Provider like Everstake were to
experience insolvency or bankruptcy, the impact on a user’s staked digital assets would depend on the type of digital asset
and the staking protocol of the particular blockchain. A user can typically request to unstake digital assets at any time, and
in the event of the API Provider’s insolvency or bankruptcy, a user would stop receiving rewards for that period, but its
underlying digital assets would be preserved. In this scenario, a user would need to initiate the unstaking process according
to the particular blockchain protocol’s requirements (e.g., a 21-day waiting period for ATOM). Following completion of
the unstaking request, a user may elect to stake its digital assets with another API Provider and any rewards already earned
Read in the 10-K ↗
The Exodus Platform allows users to access the services offered and performed by our API Providers. The services
provided by our API Providers allow users to engage in transactions such as digital asset exchanging, fiat onboarding and
staking products for over 30,000 digital assets. We conduct KYB and other diligence with respect to our API Providers as
described in “Item 1. Business – Know Your Customer and Know Your Business Programs – KYB Program For API
Providers and Vendors,” and we understand that, in turn, the API Providers conduct AML and KYB procedures with
respect to their service providers in accordance with their respective policies, procedures and regulatory obligations.
Read in the 10-K ↗
Provider’s contract to support the services they provide to their users (including any users from the Exodus Platform).
Because Exodus does not independently conduct diligence with respect to these third parties, we cannot assure users as to
these third parties or the processes and procedures our API Providers use to engage such third parties.
Read in the 10-K ↗
issues, cybersecurity incidents, disruptions, interruptions, and other misconduct of which we are not aware. Should any of
the foregoing materialize and lead to disruptions or issues in third party operations, risks to our users may include loss of
information stored with or provided to the API Provider, along with loss of access to the digital assets or fiat currency used
in any pending transaction with the API Provider. In such instances, because we do not control the operations of any of our
API Providers or third parties with which they contract, we will be unable to intervene and can make no assurances as to
the outcome of any issue or dispute between the user and API Provider. In these scenarios, users may blame or become
Read in the 10-K ↗
Our ability to successfully execute on our business plan depends on the contribution of our management team as well as
Similar paragraph at 1 of 31 other Crypto companies:
CORZother 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
Read in the 10-K ↗
the complex regulations applicable to our business, in addition to the cost of hiring new individuals.
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
Read in the 10-K ↗
We use a significant number of independent contractors in our international operations for whom we do not pay or
withhold any employment tax based on their location or jurisdiction. Whether an individual is an employee or an
independent contractor depends on applicable local law and may be subject to multiple, fact-intensive factors. There can be
no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert
interpretations of existing rules and regulations that would change, or at least challenge, the classification of our
independent contractors. Foreign tax authorities may determine that we have misclassified our independent contractors for
employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties.
Additionally, individual independent contractors could initiate legal actions asserting rights of employment in their various
jurisdictions, which could include claims for unpaid wages or other benefits that are required by local laws. If we are
required to pay employer taxes or pay backup withholding with respect to prior periods and/or any other amounts with
respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our
business, financial condition or results of operations. Additionally, if we are the subject of individual legal actions or
government investigations related to our independent contractors, the dispute resolution process could be expensive and
time consuming and result in the diversion of resources that could otherwise be deployed to grow our business. Even if any
such dispute or investigation were to be resolved in our favor, we may be unable to recoup the expenses and other diverted
Similar paragraph at 1 of 31 other Crypto companies:
CORZresources committed to resolving the dispute or investigation and, if we receive negative publicity in connection with any
Read in the 10-K ↗
United States and contracts with international third-party API Providers. Our international operations and any expansion
internationally, including due to acquisitions, could subject us to a variety of additional risks and challenges, including:
Read in the 10-K ↗
trade laws, antitrust and competition laws, securities and commodities laws, human rights laws, and a variety of
Read in the 10-K ↗
Our measures to support compliance with foreign laws and regulations may be insufficient, and any failure to mitigate the
risks associated with our international providers could impact our ability to conduct our business as planned which could
materially and adversely impact our business. In addition, increased political and economic conditions and uncertainty,
Similar paragraph at 1 of 31 other Crypto companies:
CRCLgeo-political regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, product
boycotts, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics, energy
policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies
in our assumptions about these factors, could interrupt and negatively affect our business operations.
We actively monitor the impact of the dynamic macroeconomic environment. For example, any geo-political unrest could
cause disruptions in the Company’s business and lead to interruptions, delays or loss of critical data. Specifically, financial
and digital asset markets may be negatively affected by the conflict between Russia and Ukraine and within the Middle
East. Although we believe the digital asset industry remains resilient, as demonstrated by our increase in our volume in
2025, we cannot predict the extent to which our financial condition, results of operations or cash flows will ultimately be
Read in the 10-K ↗
Miners generate revenue from both newly created Bitcoin (known as the “block reward”) and from fees taken upon
verification of transactions. If the aggregate revenue from transaction fees and the block reward is below a miner’s cost, the
miner may cease operations. Additionally, in the event of a fork of the Bitcoin network, some miners may choose to mine
the alternative new Bitcoin resulting from the fork, thus reducing processing power on the original blockchain. Further, the
incentives for miners to contribute processing power to the Bitcoin network is set to decrease over time. As a result of the
Bitcoin network’s “halving” mechanism, the block reward that miners receive for successfully mining a block are cut in
half each time the Bitcoin network mines 210,000 blocks. This type of “halving” event generally occurs once every four
years and will continue until the maximum possible 21 million Bitcoin have been mined and released into circulation.
Currently, there are approximately 20 million Bitcoin that have been mined and are in circulation.
In approximately 2140, new Bitcoin tokens will no longer be awarded for adding a new block and miners will only have
transaction fees to incentivize them. As a result, it is expected that miners will need to be better compensated with higher
transaction fees to ensure that there is adequate incentive for them to continue mining. If transaction confirmation fees
become too high, the marketplace may be reluctant to use Bitcoin. This may result in decreased usage and limit expansion
of the Bitcoin network in the retail. Conversely, if the reward for miners or the value of the transaction fees is insufficient
to motivate miners, they may cease expending processing power for any blockchain to solve blocks and confirm
transactions. Ultimately, if the awards of new Bitcoin for solving blocks declines and transaction fees for recording
Similar paragraph at 1 of 31 other Crypto companies:
CORZtransactions are not sufficiently high to incentivize miners, or if the costs of validating transactions grow
Similar paragraph at 1 of 31 other Crypto companies:
CORZdisproportionately, miners may operate at a loss, transition to other networks or cease operations altogether. Each of these
outcomes could, in turn, slow transaction validation and usage, which could have a negative impact on the Bitcoin network,
An acute cessation of mining operations would reduce the collective processing power on the Bitcoin network, which
would adversely affect the transaction verification process by temporarily decreasing the speed at which blocks are added
to the blockchain and make the blockchain more vulnerable to a malicious actor obtaining control in excess of 50% of the
processing power on the blockchain. Reductions in processing power could result in material, though temporary, delays in
transaction confirmation time, which could delay receipt of revenue and payment of our expenses.
Read in the 10-K ↗
The evolving design of our platform may create challenges for various organizations, including governments, that seek to
block certain content based on IP address “blacklists” or other mechanisms. If these challenges become too difficult for
those organizations to overcome, they could make the decision to block content in an over-broad manner or block
completely websites of providers that integrate with our platform. For example, the Chinese government restricts access to
certain Google Cloud services from within the People’s Republic of China, and users of our mobile platform have
experienced degraded functionality in China due to these restrictions on our platform’s ability to connect with those
services. Some of these blocking efforts would be out of our control once they have been put in place and may limit our
ability to provide our platform or third-party apps on a fully global basis, which could reduce demand for our platform
among current or potential users and adversely impact our business, results of operations and financial condition.
Read in the 10-K ↗
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 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. Pillar 2 did not apply in the years ended December 31, 2025 and 2024, but many aspects of the application
of Pillar 2 remain to be clarified with respect to the implementation of the Organization for Economic Cooperation and
Development’s approach in their tax treaties and domestic tax laws in the jurisdictions in which we or our subsidiaries
We may spend significant resources deploying new products, which may fail to attract widespread adoption and
Our ability to maintain our status within the digital asset industry is largely dependent on our ability to adjust with changes
Similar paragraph at 1 of 31 other Crypto companies:
CORZin consumer demand. As we focus on remaining competitive within the digital asset industry by growing the Exodus
Platform, we may deploy significant resources towards developing new or novel products or services. Such resources could
include significant financial costs. Despite the significant potential these products or services may have, such products or
services may fail to attract widespread adoption and therefore may have a negative impact on our business and result in
We may incorporate AI technologies into some of our products or processes. These technologies may present business,
Similar paragraph at 1 of 31 other Crypto companies:
GEMIThe digital asset industry is a forward, innovation-leaning industry that is constantly evaluating how to incorporate the
latest technological developments into products, including AI. As the digital asset industry matures, we will continue to
evaluate opportunities where AI may offer benefits that enhance the Exodus Platform for both existing and potential future
products, as well as our processes. AI can pose significant business, compliance, or reputational risks due to both potential
existing flaws within AI models or the evolving regulatory landscape in the various jurisdictions where the Exodus
Public AI failures, inadequate AI governance, recordkeeping or auditability failures, data privacy violations, intellectual
property leakage, or loss of human judgment are some of the risks that AI technologies may pose to our business as we
explore potential use cases for these technologies. Both actual and perceived risks could have a negative impact on us from
a business, compliance, or reputational perspective. Additionally, regulatory lag could have a material impact on our use of
Similar paragraph at 1 of 31 other Crypto companies:
CORZAI in instances where a jurisdiction imposes new laws or regulations that cause us to change or eliminate the way we may
already use AI within the Exodus Platform prior to such changes in laws or regulations. In such instances, we may be
required to decrease or completely eliminate some products or AI-dependent features within products, resulting in lower
Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues and
As the digital asset industry grows, it has become more sensitive to larger, macroeconomic factors that could affect the
ability for digital asset-related businesses to grow and offer certain products. Changes in interest rates could reduce or
eliminate our ability to offer products that are indirectly reliant on such interest rates. The payout of any potential
stablecoin rewards programs on the Exodus Platform could be adversely affected in cases where underlying financial
resources are indirectly reliant upon existing interest rates paid to the stablecoin issuer on the underlying reserve assets.
Should any fluctuation or change in the prevailing interest rates happen, these reward programs may be negatively affected
Read in the 10-K ↗
The Exodus Platform is built around holding, transferring, exchanging and using digital assets, which means our business
depends on growth in the public’s adoption and acceptance of digital assets and the underlying blockchain technology to
Similar paragraph at 1 of 31 other Crypto companies:
CORZmaintain and increase demand for the Exodus Platform. During 2022, a major wave of bankruptcies occurred, where
multiple companies such as Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX and
several of its affiliates all declared bankruptcy. The FTX app was available on the Exodus Platform until we removed it in
November 2022. Following these events, users’ confidence in trading of digital assets has decreased and the digital asset
Similar paragraph at 2 of 31 other Crypto companies:
DJT,
GLXYmarket has experienced negative publicity and extreme price volatility. The decrease in confidence in digital assets has had
and may continue to have a negative impact on our business, including a decline in users, transaction-based API fees and
Similar paragraph at 1 of 31 other Crypto companies:
RIOT
development, general acceptance and adoption of digital assets and blockchain networks may deter or delay the acceptance
Similar paragraph at 1 of 31 other Crypto companies:
CORZand adoption of the Exodus Platform or the applications on the Exodus Platform. The factors affecting the further
development of the digital asset industry, as well as blockchain networks, include, without limitation: worldwide growth in
the adoption and use of digital assets and other blockchain technologies; the regulatory environment relating to digital
assets and blockchains; the maintenance and development of the OSS protocol of blockchain networks; a decline in the
popularity or acceptance of digital assets and related services; the availability of other forms or methods of buying and
selling goods and services or trading assets, including new means of using government-backed currencies or existing
Similar paragraph at 3 of 31 other Crypto companies:
ABTC,
GLXY,
HUTnetworks; and general economic conditions globally and in the United States. For example, there is currently relatively
limited use of digital assets in the retail and commercial marketplace in comparison to relatively extensive use as a store of
Similar paragraph at 2 of 31 other Crypto companies:
ABTC,
HUTvalue. Digital assets are not currently a form of legal tender in the United States and have only recently become selectively
accepted as a means of payment for goods and services by some retail and commercial outlets, and the use of such assets
by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions
may refuse to process funds for digital asset transactions; process wire transfers to or from digital asset trading venues,
companies or service providers; or maintain accounts for persons or entities transacting in digital assets or providing related
services. In addition, some taxing jurisdictions, including the U.S., treat the use of certain digital assets as a medium of
Similar paragraph at 2 of 31 other Crypto companies:
ABTC,
HUTexchange for goods and services to be a taxable sale of such assets, which could discourage the use of such assets as a
medium of exchange, especially for a holder of such assets that have appreciated in value.
Read in the 10-K ↗
A number of companies that engage in Bitcoin and/or other digital asset-related activities have been unable to find banks or
financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of
companies and individuals or businesses associated with digital assets may have had and may continue to have their
existing bank accounts closed or services discontinued with financial institutions. To the extent that such events may
happen to us, they could have a material adverse effect on our business, prospects or operations.
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.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act, which allows us to
take advantage of exemptions from various reporting requirements that are applicable to other public companies that are
not emerging growth companies, including, but not limited to: (a) not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statement, (c) exemptions from the requirements of holding nonbinding
advisory shareholder votes on executive compensation and shareholder approval of any golden parachute payments not
previously approved, and (d) extended transition periods available for complying with new or revised accounting
standards. We choose to take advantage of these exemptions and relying on any of these provisions may make it more
difficult for investors and securities analysts to evaluate our business and longer‑term performance. If some investors find
Similar paragraph at 1 of 31 other Crypto companies:
UPXI
We will remain an emerging growth company ("EGC") until the last day of the fiscal year following the fifth anniversary
of the closing of our IPO (which would be fiscal year 2028, after which we would no longer benefit from reduced EGC
reporting requirements), although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more
than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock held by non-
affiliates exceeds $700 million as of June 30 of any future year. When we are no longer eligible for these scaled disclosures
and accommodations, we will incur additional costs and devote additional management time to comply with more
demanding reporting and governance requirements, including auditor attestation of internal controls, which could adversely
Read in the 10-K ↗
As a general matter, laws and regulations of digital assets, blockchain technologies and digital asset exchanges are
Similar paragraph at 1 of 31 other Crypto companies:
CORZcurrently undeveloped, vary among federal, state, local and international jurisdictions and are subject to significant
uncertainty and evolving interpretations. Specifically, the laws and regulations governing un-hosted self-custody wallet
providers like Exodus are currently undeveloped and many domestic and international laws and regulations that apply to
digital assets, blockchain technologies and digital exchanges may not be applicable to our core wallet business.
As digital assets, blockchain technologies and digital asset exchanges continue to expand in popularity and market size,
laws and regulations governing un-hosted self-custody wallet providers like Exodus may also develop or may be
reinterpreted to apply to us. For more information on our compliance efforts to prepare for such changes in laws and
Our efforts to comply with applicable laws and regulations may be unsuccessful, and any actual or perceived failure to
Similar paragraph at 1 of 31 other Crypto companies:
CORZmeet applicable requirements may result in an adverse effect on our business. As an example of how the uncertain and
developing regulatory regime for digital assets, blockchain technologies and digital exchanges may impact our business as
a self-custody wallet provider, the FCA has published new rules relating to how digital assets can be marketed to
consumers. Specifically, companies seeking to promote digital assets in the U.K. to retail consumers are required to register
with the FCA or have any marketing approved by an authorized company. The Company cannot register with the FCA
because it operates a self-custodial wallet, and the rules are focused on asset custodians. Therefore, in anticipation of these
rules taking effect on October 8, 2023, the Company took steps before the deadline to comply with the new FCA rules by
modifying its marketing materials to avoid a determination by the FCA that it was promoting digital assets.
Even with the steps taken by the Company, and although at the time the Company believed it was in compliance with such
rules, the FCA utilized the broad nature of the new rules to state that the Company is not in compliance with the rules and
placed the Company on its Warning List in November 2023. In April 2024, following months of constructive dialogue with
the FCA, the FCA removed the Company from its Warning List. Had the Company failed to reach an agreement with the
FCA to be removed from the Warning List, it may have had a negative effect on the Company’s financial performance and
Read in the 10-K ↗
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.
Failure 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
Further, as digital assets, blockchain technologies and digital asset exchanges continue to expand in popularity and market
size, federal and state agencies have begun to regulate their use and operation. State regulators in New York, Texas, New
Hampshire, North Carolina, Washington and Illinois have created new regulatory frameworks, published guidance on
existing laws and regulations or amended their state’s statutes to include cryptocurrencies in their existing licensing
requirements. Federal law continues to evolve as well. The USDOT, the SEC, and the CFTC and the IRS have published
guidance on the treatment of digital assets. Both federal and state agencies have instituted enforcement actions against
those violating their interpretation of existing laws. There can be no assurance that we and our employees, contractors and
agents will not violate or otherwise fail to comply with such laws and regulations despite our policies and procedures,
including geo-blocking technology, designed to help monitor for and support compliance with existing and new laws and
The regulations governing stablecoins in the United States are still being finalized and may materially affect the
In July 2025, President Trump signed the Guiding and Establishing National Innovation for U.S. Stablecoins Act
Similar paragraph at 3 of 31 other Crypto companies:
CORZ,
DJT,
MSTR("GENIUS Act") into law. The GENIUS Act will go into effect on January 18, 2027, or 120 days after the date on which
the primary Federal payment stablecoin regulators issue any final implementing regulations, if earlier. The GENIUS Act
establishes the first comprehensive federal regulatory framework for stablecoins by limiting issuance to authorized bank
and non-bank issuers, requiring one-to-one reserve backing in cash or short-term U.S. Treasury assets, mandating monthly
reserve disclosures and audits, imposing AML/KYC and supervisory compliance obligations, and providing priority rights
for stablecoin holders in insolvency. While the rulemaking process remains ongoing, many entities, including our third-
party service providers, are developing and deploying products with the intention of complying with finalized rules. Some
of the products within the Exodus Platform may be reliant on these third-party service providers. In the event that the
finalized rules impose unforeseen requirements, obligations, or prohibitions on these third-party service providers, their
planned or existing products may be adversely affected. This may have a direct or indirect material effect on our future
products or services that will be reliant on our third-party service providers complying with the GENIUS Act. In such an
event, it may cause significant changes, delays, or abandonment of certain products under development, which may
adversely affect our business. Additionally, any legislative amendments to the GENIUS Act prior to finalized rules could
have a significant impact on its implementation and consequently have an adverse effect on our business.
Similar paragraph at 1 of 31 other Crypto companies:
CORZ
Offers and sales of securities in the United States are required under the Securities Act to either be registered with the SEC
or to qualify for an exemption from federal registration and may also be required to be registered with applicable state
regulators. Certain digital assets could fall within the definition of a security. While we do not engage in trading of digital
assets on our platform or otherwise engage in the business of effecting transactions in securities for the account of others
on our platform, we receive compensation from the third-party exchanges that have connected to our Exchange Aggregator.
We have created two separate fee structures for the third-party exchanges that have connected to our Exchange Aggregator.
For services offered by API Providers to persons located in the United States, we charge fees based on a volume-based,
tiered monthly subscription structure payable to us in arrears once a month. For services offered by API Providers to
persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a
Certain digital assets could fall within the definition of a security, and the SEC has previously pursued enforcement actions
that argued that certain digital assets were securities. Under the current Administration, these lawsuits have largely been
dropped or have reached settlements. We receive compensation from the API Providers that have connected to our
Exchange Aggregator. 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 or engaged ourselves and in violation of the federal and state securities laws, which
Similar paragraph at 1 of 31 other Crypto companies:
UPXI
our users to connect through APIs to exchanges that permit the transfer of digital assets, it is possible that if such digital
Read in the 10-K ↗
We do not consider ourselves a transfer agent under the Exchange Act because our platform does not provide the services
described in the definition of a “transfer agent” under the Exchange Act. However, it is possible that the SEC or another
Read in the 10-K ↗
comply with applicable law, which could lead to our experiencing significant costs and could force us to change or cease
Read in the 10-K ↗
We have taken the position that we are not a clearing agency under the Exchange Act because the Exodus Platform does
not provide the services described in the definition of a “clearing agency” under the Exchange Act. However, it is possible
that the SEC or another regulatory agency could disagree with our position. If so, we could be forced to register as a
clearing agency and comply with applicable law, which could lead to significant costs and could force us to change or
cease our operations. Any of these developments could have a negative effect on our business, financial condition and
Read in the 10-K ↗
Exchanges and alternative trading systems (“ATSs”) are networks that constitute, maintain or provide a marketplace or
facilities to aggregate orders of multiple purchasers and sellers of securities by displaying trading interests entered on the
system to users through consolidated quote screens or receiving orders for processing and execution. This does not include
systems that have only one seller for each security (e.g., the issuer), even if there are multiple buyers. Entities that are
engaged as an exchange or ATS, with respect to securities, are subject to federal registration and significant regulatory
oversight by the SEC and FINRA. We do not consider ourselves an exchange or ATS because our platform does not
provide the services that are undertaken by an exchange or ATS; however, it is possible that the SEC or another regulator
could disagree with our position and require us to register and comply with applicable law, which could lead to significant
Read in the 10-K ↗
deemed to be securities offerings. If a regulator were to disagree, we could be deemed a “statutory underwriter” under
Read in the 10-K ↗
A Futures Commission Merchant is a financial intermediary that takes customer orders to buy or sell futures, options on
futures, and swaps, handling client funds (margin) and executing trades on exchanges, acting as the crucial link between
individual traders and the complex derivatives markets. A Commodity Pool Operator is an individual or organization that
operates a "commodity pool"—a collective investment fund where multiple people pool their money together to trade in
commodities, futures contracts, options, or swaps. All Futures Commission Merchants, and most Commodity Pool
Operators, must register with both the CFTC and the National Futures Association. We have taken the position that we are
neither a Futures Commission Merchant nor a Commodity Pool Operator because our products and services, or those
offered by our third-party service providers through the Exodus Platform, are not activities that require registration under
the Commodity Exchange Act. However, it is possible that the CFTC or another regulator could disagree with our position
and require us to register and comply with applicable law, which could lead to significant costs and could force us to
Read in the 10-K ↗
Currently, money transmission regulations and interpretations at the federal level and varying approaches among the states
create a complex and rapidly evolving regulatory landscape that may change through legislative, regulatory, or interpretive
developments. It is possible that we could be found to be, or required to be registered as, a money services business
(“MSB”) at the federal level and/or a money transmitter at the state level. MSBs include, among other businesses, a person
providing money transmission services such as the acceptance and transmission of currency, funds or other value that
substitutes for currency from one person another location or person by any means. Because of the breadth of this definition,
FinCEN regulations state that whether a person is a money transmitter is ultimately a facts and circumstances
determination. In addition to registration obligations at the federal level, virtually every U.S. state (and the District of
Columbia) requires entities providing money transmission services to be licensed by the appropriate state agency
responsible for the supervision of financial institutions. State laws regulating money transmission are not uniform but
generally define money transmission to include the acceptance and transmission of money or monetary value to a location
Through its interpretations of money transmission regulations, particularly with respect to virtual assets, FinCEN has
published formal guidance indicating that without having total independent control over the value in users’ wallets, and
where the value stored in the wallet is the property of the owner, such a business may fall outside the scope of MSB
registration requirements. We believe that we do not meet the definition of an MSB because Exodus does not exercise total
independent control over the value in our users’ wallets, accept or transmit cryptocurrency on behalf of any user or
otherwise act as an intermediary for exchange of currencies by taking possession of such digital assets. For the same
reasons, we believe we are outside the scope of state licensing requirements of a money transmitter. However, if we were
deemed to be, or required to register as, an MSB at the federal level, and/or a money transmitter at the state level, we could
be subject to significant additional regulation and obligations, including the handling of substantial personal information of
Read in the 10-K ↗
If we were deemed to be a broker-dealer, as defined in the federal securities laws, we would have to comply with a number
of regulatory requirements, including compliance with regulations that govern broker-dealer financial responsibility, such
as Exchange Act Rule 15c3-3(b), which relates to establishing and maintaining physical possession or control of a user’s
digital asset securities. It is likely that we would experience significant challenges in attempting to comply with these
regulations and may not be able to achieve such compliance. Due to the nature of digital asset securities, if we were
deemed to be a broker-dealer, it would likely be difficult for us to comply with the requirements to obtain and maintain
physical possession or control of all fully paid or excess securities carried for the account of users. In addition, obtaining an
exemption from such custody rules would likely result in significant financial costs and management resources and we may
not be able to obtain such an exemption. For example, in the ATS Role in the Settlement of Digital Asset Security Trades,
SEC Staff No-Action Letter (Sep. 25, 2020), the SEC Staff described an acceptable process for regulated self-custodial
ATS exchanges, but such process would be costly to implement and operate. It is likely that we would not be able to
implement and operate such a process. Should we be deemed to be a broker-dealer, and should we not be able to either
obtain an exemption from or implement acceptable processes for compliance with the broker-dealer financial responsibility
rules, we would be deemed not in compliance with the appropriate broker-dealer regulations. Such non-compliance would
likely have a materially adverse effect on our business and financial operations. Moreover, pursuant to Section 29(b) of the
Exchange Act, any contract made by Exodus in violation of any provision of the Exchange Act, including a sale of
securities deemed to have been made by Exodus as an unregistered broker-dealer to an investor, would be voidable at the
option of the investor. A successful claim by an investor would generally require the return of an amount equal to the
Read in the 10-K ↗
a “broker” or “dealer” under federal or state law. Because the services that users can obtain related to these digital assets
may be considered securities by regulators, the fees we receive from Everstake or other exchanges could potentially raise
regulatory issues related to whether the recipient of the fees is required to register as a broker-dealer under the Exchange
Act. We believe that our fee structure does not require us to register as a broker-dealer; however, there is no guarantee that
regulatory agencies will ultimately agree with our position, and we may be required to stop offering access to digital asset
Read in the 10-K ↗
We are subject to the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), the U.S. domestic bribery statute contained in
18 U.S. Code § 201 and possibly other anti-bribery and anti-corruption laws in countries outside of the United States where
Similar paragraph at 1 of 31 other Crypto companies:
CORZwe conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are
interpreted to prohibit companies, their team members, agents, representatives, business partners and third-party
intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in
We sometimes leverage third parties to sell our products and conduct our business abroad. Exodus, our team members,
agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with
officials and employees of government agencies, or state-owned or affiliated entities and we may be held liable for the
corrupt or other illegal activities of such parties even if we do not explicitly authorize such activities. As we increase our
Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws could result in
whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media
coverage, investigations, loss of export privileges, severe criminal or civil sanctions, suspension or debarment from
government contracts, all of which may have an adverse effect on our reputation, business, results of operations and
prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s
Read in the 10-K ↗
For example, foreign countries and governmental bodies, including the European Union ("EU") and United Kingdom
("U.K.") and other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the
collection, use, retention, security and transfer of the personal data of individuals in those jurisdictions. We may become
subject to GDPR and U.K. GDPR, which impose stringent privacy and data protection requirements, and could increase the
risk of non-compliance and the costs of providing our products and services in a compliant manner. Additionally, the
Similar paragraph at 1 of 31 other Crypto companies:
HUTGDPR (covering the European Economic Area), U.K. GDPR and Swiss data protection regimes impose strict rules on the
transfer of personal data out of the EU, U.K. or Switzerland to a “third country,” including to the United States. As an un-
hosted self-custody wallet provider, we do not process the personal data of our customers and therefore, compliance with
these regimes do not currently have a material impact on our business. However, any actual or perceived breach of the
GDPR or U.K. GDPR in the future could further add to our compliance costs, limit how we process information, or lead to
reputational damage, regulatory investigations or fines. For example, if regulators assert that we have failed to comply with
the GDPR or U.K. GDPR, we may be subject to fines. We may also face civil claims, as well as associated costs, diversion
Aspects of the GDPR, U.K. GDPR, California Consumer Privacy Act, Swiss Secretariat for Economic Affairs and other
laws, regulations, industry standards and other obligations related to privacy, data protection and data security remain
uncertain. As such, compliance may require us to incur additional costs, modify our data handling practices and restrict our
business operations. It is also possible that these laws, regulations, industry standards and other obligations may be
interpreted and applied in a manner that is, or is alleged to be, inconsistent with our policies and procedures, the Exodus
Platform or our services. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to
modify the Exodus Platform or services or make changes to our business activities and practices. We may be unable to
Similar paragraph at 1 of 31 other Crypto companies:
CORZmake such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new
Our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and
information security may be unsuccessful, and any actual or perceived failure to meet applicable requirements may result in
Read in the 10-K ↗
standards relating to privacy and data protection in various jurisdictions, and we cannot determine the impact such laws,
Read in the 10-K ↗
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. Our precautions to prevent our software and services from being
accessed or provided in violation of such laws may not be successful, and we may have previously allowed our software to
Similar paragraph at 1 of 31 other Crypto companies:
CORZbe 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. In 2025, we reached a
settlement agreement with OFAC to fully resolve the matter regarding individuals in Iran and as of December 31, 2025, the
Read in the 10-K ↗
At this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial
authority or mechanism through which to bring an action or complaint regarding missing or stolen digital assets. Although
law enforcement agencies like the Federal Bureau of Investigation have recovered stolen Bitcoin, recovery efforts have
been labor intensive. To the extent that we are unable to recover our losses from such action, error or theft, such events
Similar paragraph at 1 of 31 other Crypto companies:
CORZcould have a material adverse effect on our business, prospects, operations and potentially the value of any Bitcoin or other
We may plan to launch products in the future that require regulatory licenses for which we may fail to obtain or
Exodus, as a noncustodial wallet provider, does not currently possess the regulatory licenses that a custodial financial
intermediary does. Activities conducted through the Exodus Platform that leverage third-party service providers are, to the
extent necessary, reliant on licenses held by those providers. However, as we evaluate new products, we may conclude that
it is necessary for us to obtain and maintain regulatory licenses that we do not currently possess. In such instances, the
deployment of certain future products may be dependent on our ability to obtain those licenses. In the event that we are
unable to obtain, or experience significant delays in obtaining, those licenses, our future products may be significantly
delayed or abandoned, which may lead to significant costs and have an adverse effect on our business.
Read in the 10-K ↗
We cannot predict what effect, if any, future issuances by us of our Class A common stock will have on the market price of
Similar paragraph at 1 of 31 other Crypto companies:
MSTRour Class A common stock. In addition, shares of our Class A common stock that we may issue in connection with any
Read in the 10-K ↗
significantly if certain large holders of our Class A common stock, or recipients of our Class A common stock in
Similar paragraph at 1 of 31 other Crypto companies:
MSTRconnection with any acquisition, sell all or a significant portion of their shares of Class A common stock or are perceived
by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could impair our
ability to raise capital through the sale of additional Class A common stock in the capital markets. Furthermore, our
Similar paragraph at 2 of 31 other Crypto companies:
GLXY,
HSDTdirectors, executive officers, and other team members may sell shares of our Class A common stock, including shares
received pursuant to equity incentive plans, during periodic trading windows. Because of the limited trading volume of our
Class A common stock, concentrated sales when the trading window opens have in the past caused, and may in the future
Read in the 10-K ↗
Our authorized common stock is divided into two series, denominated as “Class A common stock” and “Class B common
stock.” Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is
Similar paragraph at 1 of 31 other Crypto companies:
XXI
class on all matters (including the election of directors) submitted to a vote of shareholders, unless otherwise required by
As of December 31, 2025, the shareholders holding shares of Class B common stock collectively beneficially own shares
representing approximately 95% of the voting power of our outstanding common stock. Messrs. Richardson and
Similar paragraph at 1 of 31 other Crypto companies:
ABTCCastagnoli, each an executive officer and director of the Company, control approximately 93% of the voting power of our
outstanding common stock. Because of our dual class structure, we anticipate that, for the foreseeable future, these
individuals will continue to be able to control all matters submitted to our shareholders for approval, including the election
Read in the 10-K ↗
ultimately affect the market price of our Class A common stock. In addition, because the holders of our Class B common
stock control a substantial majority of the voting power of our outstanding common stock, they have the ability to approve
matters requiring shareholder approval by written consent without a meeting and without the participation of other
shareholders. As a result, corporate actions requiring shareholder approval, such as the adoption or amendment of equity
incentive plans, may be approved solely by our controlling shareholders, which may limit your ability to influence those
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A
common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A
common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and
restated certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as
the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to
the shares transferred. All shares of Class B common stock will convert automatically into shares of Class A common stock
upon the date on which the Class B common stock ceases to represent at least 10% of the total voting power of our
outstanding common stock. The conversion of shares of Class B common stock into shares of Class A common stock will
have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain
their shares in the long term, which may primarily include our executive officers and directors.
Read in the 10-K ↗
have the effect of delaying, deferring or discouraging another person from acquiring control of our company, delaying or
preventing changes in control of our management team, Board, governance or policy and could limit the price that some
investors might be willing to pay for shares of our common stock. These provisions prohibit our shareholders from calling
special meetings of our shareholders; include the absence of cumulative voting; authorize our Board to designate and issue
one or more series of preferred stock without shareholder approval, the terms of which may be determined at the sole
discretion of our Board; reflect the dual class structure for our common stock; and restrict the forum for certain litigation
against us to certain federal or Delaware state courts. These provisions apply even if the offer may be considered beneficial
by some shareholders and could delay or prevent an acquisition that our Board determines is in our best interests and that
Read in the 10-K ↗
In general, Section 21.606 of the Texas Business Organizations Code (“Section 21.606”) prohibits a publicly held Texas
corporation from engaging in a “business combination” with an “affiliated shareholder” for a period of three years after the
date of the transaction in which the person became an affiliated shareholder, unless the business combination is approved in
a prescribed manner. We elected in our certificate of incorporation to not be subject to the provisions of Section 21.606.
This may make us more vulnerable to takeovers that are completed without the approval of our Board and/or without
Read in the 10-K ↗
Our directors and officers currently have beneficial ownership of a majority of the total voting power. As a result, we are
considered a “controlled company” within the meaning of the corporate governance standards of the NYSE American and
are exempt from certain stock exchange corporate governance requirements that would otherwise apply, which include (i)
the requirement that a majority of the board of directors consists of independent directors, (ii) requirement that director
nominees be selected either by the independent directors or a nomination committee comprised solely of independent
directors and (iii) the requirement that the compensation of officers be determined, or recommended to the board of
directors for determination, either by the independent directors or a compensation committee comprised solely of
independent directors. We have elected to be exempt from some or all corporate governance requirements of the NYSE
American and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to
Read in the 10-K ↗
maintained by our Transfer Agents. The infrastructure that facilitates peer-to-peer transactions in our Common Stock
Read in the 10-K ↗
The regulations governing tokenized securities in the United States are evolving and could introduce material costs of
Tokenized securities is an ongoing topic of conversation amongst various regulators, including the SEC. As regulators
contemplate additional rules or guidance to help facilitate the issuance and trading of tokenized securities, additional
regulatory requirements could be imposed on the corresponding Common Stock Token that comprises each share of our
Class A common stock. This could include changes to regulations affecting a token holder’s ability to transfer or custody
such Common Stock Tokens in their wallet. While it remains speculative as to how regulators may approach these issues,
there could be significant requirements imposed on either our Transfer Agents or Exodus that may negatively impact token
Read in the 10-K ↗
