exod-20260317

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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☐ Preliminary Proxy Statement
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Exodus Movement, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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						15418 Weir Street, #333, Omaha, NE 68137


	Dear Shareholders of Exodus:
Notice of the 2026 Annual Meeting of Shareholders Date: Friday, May 1, 2026 Time: 8:30 a.m. Central Time Place: 1111 Jones St., Omaha, NE 68102	Exodus Movement, Inc. (the “Company”) will hold its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 1, 2026, at 8:30 a.m. Central Time at 1111 Jones St., Omaha, NE 68102 (KANEKO art studio). The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):


	1	To elect the five director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal;


	2	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and


	3	To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.


	The Board of Directors has fixed March 6, 2026 as the Record Date. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Instructions for voting and accessing and attending the Annual Meeting are provided in the Proxy Statement. By Order of the Board of Directors, /s/ Jon Paul Richardson Jon Paul Richardson Chief Executive Officer and Chairman Omaha, Nebraska March 17, 2026 Important Notice: Whether or not you expect to participate in the Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.


						15418 Weir Street, #333, Omaha, NE 68137

Table of Contents


Questions and Answers About the Proxy Materials and Voting			1
Proposal 1: Election of Directors			6
Proposal 2: Ratification of Independent Auditor Appointment			10
Corporate Governance			12
Executive Officers			19
Executive Compensation			19
Certain Information About Our Common Stock			22
Certain Relationships and Related Party Transactions			25
Other Matters			26

Legal Matters

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to Be Held on May 1, 2026. The Proxy Statement and Annual Report for the year ended December 31, 2025 are available at www.proxyvote.com.

Forward-Looking Statements. The Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement, including statements about the Company’s Board of Directors, corporate governance practices and executive compensation program and equity compensation utilization, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.



1						Election of five director nominees to serve until the 2027 Annual Meeting of Shareholders (“Proposal 1”)


2						Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for our fiscal year ended December 31, 2026 (“Proposal 2”)


Name	Age (as of March 17)	Position

Jon Paul Richardson	42	Chief Executive Officer, Director and Chairman
Daniel Castagnoli	49	Director, President of our wholly-owned subsidiary, 3ZERO, LLC (“3ZERO”)
Margaret Knight	47	Director
Carol MacKinlay	63	Director
Tyler Skelton	41	Director


									Jon Paul Richardson has served as our Chief Executive Officer (“CEO”) and as Chairman of our Board since co-founding Exodus with Daniel Castagnoli in 2016. Previously, Mr. Richardson also served as our President from July 2016 until July 2019. In 2021, he led Exodus in becoming the first U.S. company to conduct an SEC-qualified crypto-only public stock offering, making Exodus the only U.S. company to have its common stock digitally represented on the blockchain. Under Mr. Richardson’s leadership, Exodus has grown to serve millions of customers worldwide. Mr. Richardson holds a Bachelor of Science in Electrical and Computer Engineering from the University of Nebraska–Lincoln.

Jon Paul Richardson Age: 42 Director Since: 2016
									We believe Mr. Richardson is qualified to serve as a member of our Board due to his leadership skills and extensive experience in the digital asset industry.


									Daniel Castagnoli has served as a member of our Board since co-founding Exodus with Jon Paul Richardson in 2016. Since May 2023, he has served as President for our subsidiary, 3ZERO. Mr. Castagnoli previously served as President of Exodus from July 2019 to May 2023 and Chief Financial Officer and Secretary from July 2016 to March 2019. Prior to joining Exodus, Mr. Castagnoli designed experiences for Apple, BMW, Disney and Louis Vuitton.

									We believe Mr. Castagnoli is qualified to serve as a member of our Board due to his leadership experience and industry knowledge.

Daniel Castagnoli Age: 49 Director Since: 2016


									Margaret Knight has served as a member of our Board since August 2023. Since July 2016, Ms. Knight has held several leadership and faculty roles at Creighton University’s Heider College of Business, including leadership for the Business Intelligence & Analytics program, and currently serves as Chair of the Accounting Department and Director of the Master of Accounting Program. Prior to joining Creighton, Ms. Knight spent eight years with CHI Health in Nebraska, originally as System Controller, where she oversaw accounting, financial reporting, internal controls, budgeting, financial analysis, capital planning, benchmarking, and decision support for the health system. She later served as the Chief Financial Officer for the organization’s primary and specialty care physician networks, supporting more than 800 providers across approximately 140 locations and leading comprehensive financial oversight for the enterprise. Prior to her time at CHI Health, Ms. Knight spent seven years in public accounting, six of those with KPMG. Ms. Knight is a Certified Public Accountant in the State of Nebraska and is also a Chartered Global Management Accountant. She earned her Doctorate in Business Administration at Creighton University in 2018.

Margaret Knight Age: 47 Director Since: 2023

									We believe Ms. Knight is qualified to serve as a member of our Board due to her considerable experience in accounting.


									Carol MacKinlay has served as a member of our Board since February 2024. Ms. MacKinlay has served as the Chief Human Resource Officer for Pebl (formerly Velocity Global), a company focused on providing global employment services, since December 2024. She formerly served as the Chief People Officer at Binance.US, a U.S. digital asset exchange, from November 2021 to January 2024. Prior to that, Ms. MacKinlay worked as Chief People Officer at UserTesting, a video-first platform to experience how real people engage with products, designs and brands, from 2017 to 2021, where she took them through a public offering of their shares. She also previously served as an executive for Plantronics, a premier electronics manufacturer; Xero, a vendor of accounting software; Coverity (now Black Duck); and Matterport, a 3D media technology company. Ms. MacKinlay has also worked as a management and Board consultant with the KPMG financial strategy and executive compensation consulting teams and as a founder of Compensation and Performance Management, Inc., a boutique executive compensation consultancy. She holds a B.A. in Applied Mathematics from U.C. Berkeley and an M.B.A. in Venture Management from the Marshall School of Business at USC.

Carol MacKinlay Age: 63 Director Since: 2024

									We believe Ms. MacKinlay is qualified to serve as a member of our Board due to her leadership and human capital management experience and industry knowledge.


									Tyler Skelton has served as a member of our Board since February 2024. Mr. Skelton's career bridges traditional financial services and the digital-asset/DeFi ecosystem. Currently, Mr. Skelton serves as Chief Financial Officer of 2UniFi (2UFi), a digital ecosystem focused on helping small and medium-sized businesses access modern banking tools and services, a role he has held since August 2025. Previously, Mr. Skelton served in senior finance leadership roles across the digital asset industry, including Head of Finance at Ava Labs, the blockchain platform company building the Avalanche blockchain, from September 2024 to June 2025, Head of Finance at Gemini, a New York-based digital asset limited purpose trust company, from January 2023 to May 2024, and Chief Financial Officer at Bakkt, a New York-based digital asset limited purpose trust company, from May 2019 to July 2021, where he led the finance team through its SPAC merger and IPO in 2021. Earlier in his career, Mr. Skelton held finance and accounting roles across banking, payments, and public accounting, including positions at KPMG, Bank of America, SunTrust (now Truist), and First Data (now Fiserv). Mr. Skelton is a Chartered Financial Analyst® (CFA), a Certified Public Accountant in the state of Georgia, and an FRM Certified Professional, and he holds a master’s degree in economics from the University of North Carolina at Charlotte.

Tyler Skelton Age: 41 Director Since: 2024

									We believe Mr. Skelton is qualified to serve as a member of our Board due to his experience across financial services and digital assets, along with his knowledge of accounting, risk management, and emerging financial technologies.


VOTE


The Board recommends a vote “FOR” the election of each of the director nominees set forth above.


	2025 (in thousands) ($)	2024 (in thousands) ($)

Audit fees(1)	1,699	1,680
Audit-related fees	—	—
Tax fees(2)	422	—
Other fees(3)	—	2


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)

Margaret Knight	91,333	99,925	181,258
Carol MacKinlay	60,000	0	60,000
Tyler Skelton	50,000	163,800	213,800


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)

Jon Paul Richardson Director, CEO	2025	631,250	—	4,199,668	7,166	4,838,084
	2024	425,000	452,312	1,846,629	—	2,723,941
James Gernetzke CFO	2025	491,667	—	3,309,467	12,900	3,814,034
	2024	341,667	338,871	923,318	12,900	1,616,756
Gerardo Di Giacomo Chief Security Officer	2025	272,008	—	2,772,140	—	3,044,148


									James Gernetzke has served as our Chief Financial Officer since March 2019. Prior to joining Exodus, Mr. Gernetzke served as the chief financial officer of Banyan Medical Systems, Inc., a healthcare technology company, from February 2017 to May 2019, where he was responsible for all financial aspects of the company’s business. Prior to that, Mr. Gernetzke served as Director of Finance at First Data Corporation from December 2015 to January 2017. Mr. Gernetzke is a registered Certified Public Accountant in the State of Illinois and holds a Bachelor of Science in accounting from Marquette University and a Master of Business Administration from Northwestern University Kellogg School of Management.

James Gernetzke Age: 50 Officer Since: 2019


Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)	Market value of Shares or Units of Stock That Have Not Vested ($)(1)

Jon Paul Richardson	1,525(2)	22,555
	169,271(3)	2,503,518
	159,766(4)	2,362,939
	98,817(5)	1,461,503
James Gernetzke	763(2)	11,285
	84,636(3)	1,251,766
	79,883(4)	1,181,470
	48,311(5)	714,520
	85,000(6)	1,257,150
Gerardo Di Giacomo	79,708(7)	1,178,881


	Class A common stock(1)		Class B common stock
Name of Beneficial Owner	Shares (#)	% of Ownership(2) (%)	Shares (#)	% of Ownership (%)	Total Voting Power(2) (%)

Directors and Named Executive Officers
Jon Paul Richardson	507,130(3)	4.8	9,297,537	48.5	46.2
Daniel Castagnoli	471,281(4)	4.4	9,454,413	49.3	46.9
Margaret Knight	11,888(5)	*	—	*	*
Carol MacKinlay	10,000	*	—	*	*
Tyler Skelton	8,850	*	—	*	*
James Gernetzke	262,869(6)	2.5	150,000(7)	*	*
Gerardo Di Giacomo(8)	—	*	—	*	*
All executive officers and directors as a group	1,272,018 (9)	12.0	18,901,950	98.5	94.0
5% Shareholders
FTX Recovery Trust	1,823,486(10)	17.2	—	*	*


	(a)	(b)	(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(3)

Equity Compensation Plans Approved by Security Holders(1)
2021 Equity Incentive Plan	2,543,468(1)	—	2,012,241(2)
2019 Equity Incentive Plan	545,349(3)	2.41	—(4)
Equity Compensation Plans Not Approved by Security Holders	—	—	—

SEC Form DEF 14A filed by Exodus Movement Inc.