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Stockholders' Equity
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders' Equity

8. Stockholders’ Equity

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock.

 

In December 2024, our Class A Common Stock was listed for quotation on the NYSE American under the symbol “EXOD”.

In April 2024, our Class A Common Stock was listed for quotation on the OTCQX under the symbol “EXOD”. OTC Markets approval was received in April 2024.

In January 2024, our Class A Common Stock was listed for quotation on the OTCQB under the symbol “EXOD”. OTC Markets approval was received in January 2024 and in January the initial qualifying deposit was made and initial trades have occurred.

Stock-Based Compensation

Options and Equity Grants Issued

The 2019 Equity Incentive Plan adopted in September 2019 (the “2019 Plan”) permitted the Company to grant non-statutory stock options, incentive stock options, and other equity awards to Exodus team members, directors, and consultants. The exercise price for options issued under the 2019 Plan is determined by the board of directors, but will be (i) in the case of an incentive stock option granted to an employee or consultant who owns stock representing more than 10% of the voting power of all classes of stock of Exodus, no less than 110% of the fair market value per share on the date of grant; or (ii) granted to any other team member or consultant, no less than 100% of the fair market value per share on the date of grant. The contractual life for all options issued under the 2019 Plan is 10 years. The 2019 Plan authorized grants to issue up to 3,000,000 options (prior to the 2021 Equity Incentive Plan) that are convertible into shares of authorized but unissued Class B common stock. As of September 30, 2025, there were 555,715 shares of Class B common stock options outstanding.

In August 2021, the Company also adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the Company to grant non-statutory stock options, incentive stock options and other equity awards, such as restricted stock awards, to Exodus team members, directors, and consultants. The exercise price for options issued under the 2021 Plan is determined by the board of directors, but will be (i) in the case of an incentive stock option granted to an employee who owns stock representing more than 10% of the voting power of all classes of stock of Exodus, no less than 110% of the fair market value per share on the date of grant; or (ii) granted to any other team member or consultant, no less than 100% of the fair market value per share on the date of grant. The contractual life for all options issued under the 2021 Plan is 10 years. The 2021 Plan initially authorized the issuance of up to 2,780,000 awards convertible into shares of authorized but unissued Class A common stock. Pursuant to the terms of the 2021 Plan, the Company may increase the share pool annually by up to 5% of the Company’s outstanding shares of capital stock. As of December 31, 2024, a total of 6,662,936 shares of Class A common stock were reserved for issuance under the 2021 Plan. In August 2025, the Company added 1,453,470 additional shares to the reserve pool in accordance with the Evergreen provision, bringing the total number of shares reserved for issuance under the 2021 Plan to 8,116,406 as of September 30, 2025. As of September 30, 2025, there were 2,410,136 restricted stock units that are authorized and outstanding with a fair value of $66.9 million and 509 restricted stock units were vested but not yet issued.

Upon the approval of the 2021 Plan, the Company can no longer grant non-statutory stock options, incentive stock options, or other equity awards to Exodus team members, directors, or consultants under the 2019 Plan.

Terms of our share-based compensation are governed by the plan in which awards were issued.

The following table summarizes stock option activities for the nine months ended September 30, 2025 and 2024:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise Price

 

 

 

Options

 

 

Price

 

Outstanding as of January 1, 2024

 

 

2,156,632

 

 

$

2.40

 

Exercised

 

 

(10,726

)

 

 

2.39

 

Forfeited

 

 

(302

)

 

 

2.39

 

Outstanding as of September 30, 2024

 

 

2,145,604

 

 

$

2.40

 

 

 

 

 

 

 

 

Outstanding as of January 1, 2025

 

 

866,135

 

 

 

2.41

 

Exercised

 

 

(310,420

)

 

 

2.40

 

Outstanding as of September 30, 2025

 

 

555,715

 

 

$

2.41

 

Vested and exercisable as of September 30, 2025

 

 

555,715

 

 

$

2.41

 

 

The following table summarizes RSU activities for the nine months ended September 30, 2025 and 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Grant Date

 

 

 

Restricted Stock Units

 

 

Fair Value

 

Outstanding as of January 1, 2024

 

 

2,797,071

 

 

$

3.92

 

Granted

 

 

1,655,773

 

 

 

4.89

 

Settled

 

 

(990,997

)

 

 

4.65

 

Forfeited

 

 

(204,930

)

 

 

4.02

 

Outstanding as of September 30, 2024

 

 

3,256,917

 

 

$

4.19

 

 

 

 

 

 

 

 

Outstanding as of January 1, 2025

 

 

2,904,901

 

 

 

4.14

 

Granted

 

 

720,227

 

 

 

34.46

 

Settled

 

 

(1,073,854

)

 

 

8.57

 

Forfeited

 

 

(141,138

)

 

 

10.79

 

Outstanding as of September 30, 2025

 

 

2,410,136

 

 

$

10.81

 

 

We recognized stock-based compensation related to options and restricted stock units of $5.0 million and $10.9 million for the three and nine months ended September 30, 2025, respectively, and $1.6 million and $5.8 million for the three and nine months ended September 30, 2024, respectively.

Stock-based compensation is recorded on the Company’s condensed consolidated statements of operations and comprehensive income as follows (in thousands):

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Technology, development, and user support

 

$

2,700

 

 

$

561

 

 

$

5,033

 

 

$

2,290

 

General and administrative

 

 

2,300

 

 

 

1,038

 

 

 

5,901

 

 

 

3,468

 

Stock-based compensation

 

$

5,000

 

 

$

1,599

 

 

$

10,934

 

 

$

5,758

 

 

As of September 30, 2025, total unrecognized stock-based compensation expense was $10.9 million. This compensation is expected to be recognized over a weighted-average period of 1.6 years.

 

Warrants

 

During the three months ended September 30, 2025, the Company issued warrants to purchase 20,000 shares of its common stock to a third-party; no cash was received or paid in connection with the issuance. The fair value of the warrants was recorded to stock-based compensation expense within General and administrative expenses and a corresponding increase to Additional paid-in capital. The fair value of the warrants at issuance was estimated at $0.4 million using the Black-Scholes option-pricing model, based on the following weighted-average assumptions:
 

 

 

September 30, 2025

 

Exercise price

 

$

31.90

 

Risk-free interest rate

 

 

4.03

%

Expected dividend yield

 

 

0

%

Expected volatility

 

 

81.32

%

Expected life (years)

 

 

7.0

 

All warrants outstanding will expire in August of 2032.