Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2026 Stock Incentive Plan
In February 2026, our Board of Directors (the "Board"), its Compensation Committee, and the stockholders holding a majority of the voting power of the outstanding shares of capital stock of the Company (by written consent in lieu of a stockholders' meeting) approved the Exodus Movement, Inc. 2026 Stock Incentive Plan (the "2026 Plan"). On February 23, 2026, the Company filed a definitive information statement on Schedule 14C with the U.S. Securities and Exchange Commission ("SEC") and commenced mailing the definitive information statement to stockholders of record as of the close of business on February 18, 2026. Such stockholders' approval and the 2026 Plan became effective on March 19, 2026.
The 2026 Plan provides for the grant of stock options, restricted stock units and other equity-based awards to employees, directors and officers of the Company. The number of shares of the Company's Class A common stock authorized for issuance under the 2026 Plan is 4,280,000 shares, subject to adjustment as provided in the 2026 Plan. In addition, the shares of Class A common stock available for issuance under the 2026 Plan will automatically increase on January 1 of each year, beginning in January 1, 2027 and continuing through January 1, 2036 in an amount equal to 5% of the Outstanding Common Stock (as defined in the 2026 Plan) on the preceding December 31, unless a lower, or no, increase is determined by the Compensation Committee of the Board, or another committee designated by the Board to administer the 2026 Plan.
The foregoing description of the 2026 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.