Voyager Digital Consent Order - Texas Securities Board

CRISTI RAMÓN OCHOA DEPUTY SECURITIES COMMISSIONER Mail: P.O. BOX 13167 AUSTIN, TEXAS 78711-3167 PHONE: (512) 305-8300 FAX: (512) 305-8310 Texas State Securities Board 208 E. 10th Street, 5th Floor Austin, Texas 78701-2407 www.ssb.texas.gov E. WALLY KINNEY CHAIR ROBERT BELT MEMBER MELISSA TYROCH MEMBER EJIKE E. OKPA II MEMBER DAVID B. MONTGOMERY MEMBER IN THE MATTER OF VOYAGER DIGITAL LTD.; VOYAGER DIGITAL HOLDINGS, INC.; AND VOYAGER DIGITAL, LLC § § §§ Order No. ENF-26-CDO-1894 CONSENT ORDER PRELIMINARY STATEMENT WHEREAS, pursuant to the authority granted to the Texas State Securities Board (the “TSSB”) under the Texas Securities Act, Tex. Gov’t Code Ann. §§ 4001.001- 4008.105, and the regulations and rules promulgated thereunder (collectively, “the Act”), the TSSB investigated the securities-related activities of Voyager Digital Ltd., Voyager Digital Holdings, Inc., and Voyager Digital, LLC (collectively, “Voyager” and “Respondents”); WHEREAS, Voyager was a cryptocurrency brokerage that allowed customers to buy, sell, trade, and store cryptocurrency; and WHEREAS, Voyager offered interest-bearing digital asset accounts called the Voyager Earn Program (the “Voyager Earn Program”), which allowed customers to earn interest on digital assets; and WHEREAS, the TSSB commenced this matter on April 12, 2022, with the entry of a Notice of Hearing (the “NOH”) against Respondents. The NOH set forth violations of SOAH Docket No. 312-22-2244

Consent Order/Voyager Digital Ltd., et al./Page 2 the Act by Voyager, specifically violations of the Act’s provisions related to the offering and selling of unregistered securities, the offering and selling of securities by unregistered dealers and agents, and the making of materially misleading and deceptive statements; and WHEREAS, on July 5, 2022, Voyager filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“the Chapter 11 Cases”); and WHEREAS, on March 10, 2023, the United States Bankruptcy Court for the Southern District of New York (“the Bankruptcy Court”) entered the Corrected and Amended Order (I) Approving the Second Amended Disclosure Statement and (II) Confirming the Third Amended Joint Plan of Voyager Digital Holdings, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code whereby the Bankruptcy Court approved the Third Amended Joint Plan of Voyager Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”); and WHEREAS, the Plan is a liquidating Plan, and Mr. Paul R. Hage was selected to serve as the Plan Administrator under the terms of the Plan. Mr. Hage was charged with liquidating the assets of Voyager and making distributions to creditors. For the avoidance of doubt, Mr. Hage was not affiliated with Respondents at the time of any of the alleged violations, had no personal involvement in any such alleged violations referenced herein, and is not culpable nor responsible for any of these alleged violations; and In re Voyager Digital Holdings, Inc., Ch. 11 Case No. 22-10943 (Bankr. S.D.N.Y. filed July 5, 2022) (also available at https://www.investvoyager.com/); In re Voyager Digital Ltd., Ch. 11 Case No. 22-10944 (Bankr. S.D.N.Y. filed July 5, 2022) (also available at https://www.investvoyager.com/); In re Voyager Digital, LLC, Ch. 11 Case No. 22-10945 (Bankr. S.D.N.Y. filed July 5, 2022) (also available at https://www.investvoyager.com/). ECF No. 1166 ECF No. 1166-1

Consent Order/Voyager Digital Ltd., et al./Page 3 WHEREAS, on September 26, 2024, Mr. Hage resigned as Plan Administrator and Michael Wyse was appointed as Plan Administrator. Mr. Wyse is charged with prosecuting causes of action, liquidating the assets of Voyager and making distributions to creditors. For the avoidance of doubt, Mr. Wyse was not affiliated with Respondents at the time of any of the alleged violations, had no personal involvement in any such alleged violations referenced herein, and is not culpable nor responsible for any of these alleged violations; and WHEREAS, on May 18, 2023, the United States Bankruptcy Court for the Southern District of New York entered an Order (I) Approving the Liquidation Procedures and (II) Granting Related Relief ordering Voyager to take all actions necessary to effectuate an orderly liquidation of Voyager’s assets; and WHEREAS, consistent with the Plan, the Plan Administrator is in the process of liquidating the assets of Respondents for the benefit of creditors, and Respondents have no ongoing business operations; and WHEREAS, without admitting or denying the Findings of Fact and Conclusions of Law set forth below, except that Respondents consent to the TSSB’s jurisdiction for purposes of this Consent Order, Respondents, having been advised of their rights to counsel, expressly consent to the entry of this Consent Order, which fully resolves the allegations against them set forth herein and in the NOH; and WHEREAS, Respondents elect to waive permanently any right to a hearing and appeal the Act and the Administrative Procedure Act, Tex. Gov’t Code Ann. §§ 2001.001- 001-2001.903, with respect to this Consent Order; and ECF No. 1398

Consent Order/Voyager Digital Ltd., et al./Page 4 WHEREAS, nothing in this Consent Order affects Respondents’ right to take legal or factual positions in litigation or other legal proceedings in which the Petitioner is not a party. The Consent Order shall not be effective until signed by both Respondents and the TSSB Securities Commissioner, and shall not be used as evidence of Respondents’ admission to any factual or legal conclusion in any other proceeding. NOW, THEREFORE, the TSSB Securities Commissioner, as administrator of the Act, hereby enters this Consent Order: FINDINGS OF FACT Jurisdiction 1. The TSSB has jurisdiction over this matter pursuant to the Act. Respondents 2. Voyager Digital, Ltd. (“the Voyager Parent Company”) was incorporated on June 25, 1993, pursuant to the British Columbia Business Corporations Act under the entity name 392838 B.C., Ltd. Thereafter, the Voyager Parent Company changed its name to UC Resources, Ltd. on October 31, 2001; to Voyager Digital (Canada), Ltd. on February 6, 2019; and to Voyager Digital, Ltd. on July 16, 2020. The notice address for all Respondents is: Attn: Michael Wyse, c/o The Wyse Group 671 Headquarters Plaza, West Tower, Floor 6, Morristown, NJ 07960. 3. Voyager Digital Holdings, Inc. (“the Voyager Holding Company”) is a Delaware corporation incorporated on January 12, 2018. It is a wholly owned subsidiary of the Voyager Parent Company. The Voyager Holding Company, formerly known as CryptoTrading Technologies, Inc. and then CryptoTrading Holdings, Inc., served

Consent Order/Voyager Digital Ltd., et al./Page 5 as the holding company for the Voyager Parent Company’s subsidiaries formed and operating in the United States. 4. Voyager Digital, LLC (“the Voyager Subsidiary”) is a Delaware Limited Liability Company formed on January 23, 2018. It is a wholly owned subsidiary of the Voyager Holding Company. 5. On July 5, 2022, Respondents filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. 6. Respondents are not presently registered, and they have never been registered, in any capacity, with the TSSB. Voyager’s Business Operations 7. Voyager operated as a cryptocurrency and digital asset broker that provided retail and institutional customers with access to its digital platform to buy and sell cryptocurrency and other digital assets (the “Voyager Platform”), and Voyager offered trade execution, market data, and custody services on the Voyager platform. 8. The Voyager Subsidiary provided Voyager’s user-facing products and services for its customers in the United States. 9. Voyager conducted its business through Voyager’s proprietary smartphone application and, in addition, maintained an informational website accessible to the general public at https://www.investvoyager.com (the “Voyager Website”), which was also accessible through Voyager’s own proprietary application via smartphone.

Consent Order/Voyager Digital Ltd., et al./Page 6 10. Voyager generated revenue through cryptocurrency and digital asset trading by customers, staking, and lending. 11. According to the Voyager Website, Voyager offered accounts to its customers (the “Voyager Accounts”) with the following features: a. Custody Feature – provided customers the ability to custody their digital assets on the Voyager Platform; b. Trading Feature – provided customers the ability to trade “spot transactions” between fiat and digital assets through the Voyager Platform; c. Data Feature – provided customers access to a news feed containing cryptocurrency market news and headlines, as well as cryptocurrency performance, tracking, and charting tools; d. Referral Feature – provided customers the ability to earn $25.00 worth of Bitcoin for each individual customer referred to Voyager who successfully opened and funded a Voyager Account with a minimum of $100.00; and e. Rewards Program – operated as a payment-in-kind program whereby customers earned digital assets for maintaining a monthly minimum balance of certain digital assets of the same type in their Voyager Account. 12. The Voyager Accounts were subject to certain terms and conditions as set forth in the Customer Agreement. The Voyager Earn Program Accounts 13. On October 23, 2019, Voyager launched the rewards program, initially referred to as the “Voyager Interest Program,” then the “Voyager Rewards Program,” and then subsequently the “Voyager Earn Program” (collectively, the “Voyager Earn

Consent Order/Voyager Digital Ltd., et al./Page 7 Program Accounts”), as a feature of all Voyager Accounts, unless the account holder opted out. As the name suggests and as detailed below, the Voyager Earn Program Accounts offered Voyager Earn Program participants “Rewards” in the form of interest rate incentives for maintaining balances of certain cryptocurrencies in their Voyager Account. 14. Since October 23, 2019, Voyager paid for interest owed to the Earn Program participants by, among other things, using their deposits to issue high-yield loans to other entities in the crypto industry. Voyager sought to use Earn Program Investor deposits to earn interest on loans which exceeded the rewards owed to those Earn Program Investors. The Voyager Earn Program generally operated at a deficit. 15. Voyager offered its Voyager Earn Program Accounts to all U.S. residents, including residents of the State of Texas, over the age of eighteen, except residents of the State of New York. 16. Voyager offered its Voyager Earn Program Accounts by soliciting investors to open a Voyager Account by depositing U.S. dollars, eligible cryptocurrencies, or other digital assets into their Voyager Accounts to invest in the Voyager Earn Program Accounts (the “Earn Program Investors”). 17. Voyager only accepted certain types of cryptocurrencies for deposit in connection with the Voyager Earn Program. 18. The Voyager Website stated Voyager required the Earn Program Investors to maintain a specified minimum average monthly cryptocurrency balance for an Earn Program Investor to earn interest on the Voyager Earn Program Account balances.

Consent Order/Voyager Digital Ltd., et al./Page 8 Specific minimum balances for particular types of cryptocurrencies were listed on the Voyager Website and updated on a monthly basis. 19. In exchange for their deposits into Voyager Earn Program Accounts, Voyager offered to pay lucrative interest rates to the Earn Program Investors who deposited certain eligible cryptocurrencies in the Voyager Earn Program Accounts denominated in the same type of cryptocurrency or digital asset originally deposited. Voyager promoted the interest rates through the Voyager Website, which at one point advertised an annual return of “up to 12% Rewards” on certain cryptocurrencies or digital assets for retail investors. 20. The Voyager Earn Program Account “Rewards” rates Voyager advertised were generally well in excess of the interest rates offered for short-term, investment grade, fixed income securities or for bank savings accounts. 21. Although Voyager referred to its payments as “Rewards,” the term “Rewards” was simply a substitute for interest. The Earn Program Investors earned a variable interest rate on their investment account balances and could withdraw their digital assets at any time, subject to certain restrictions, including discretionary decisions by Voyager to “delay, modify or prohibit, in whole or in part, any requested [w]ithdrawal,” and withdrawals within sixty days of a cryptocurrency or cash deposit. 22. The Customer Agreement described the interest calculation and payment methodology as follows: 10. Rewards Program. By entering into this Customer Agreement, and subject to clause (F) of this Section 10, Customer understands, acknowledges[,] and agrees that Customer is opting into the Voyager Earn Program (the “Rewards Program”). The Rewards Program allows Customer

Consent Order/Voyager Digital Ltd., et al./Page 9 to earn additional Cryptocurrency of the same kind of Cryptocurrency held in Customer’s Account (the “Rewards”). The terms and conditions governing the Rewards Program are as follows: (B) How Rewards Are Calculated. Rewards earned on Cryptocurrency are variable. Voyager will typically publish anticipated rewards rates once per month on or before the first business day of each month. Reward rates may be tiered, with specified rates in effect at any time only applied to specified portions of amounts of Cryptocurrency held in the Account. Rewards will be payable in arrears and added to the Account on or before the fifth business day of each calendar month for the prior calendar month. Voyager uses the daily balance method to calculate the Rewards on the Account. This method applies a daily periodic rate to the specified principal in the Account each day. The daily periodic rate is calculated by dividing the applicable interest rate by three hundred sixty-five (365) days, even in leap years. Voyager will determine the Reward rates and tiers for each month in Voyager’s sole discretion, and Customer acknowledges that such Rewards may not be equivalent to benchmark interest rates observed in the market for bank deposit accounts. 23. Voyager set the interest rates it paid on eligible cryptocurrencies and digital assets in advance, on a monthly basis, and at its sole discretion. 24. The accrual of interest was calculated using a daily periodic rate applied to the principal in a Voyager Earn Program Account and interest was paid the month after it accrued. Interest was payable on or before the fifth business day of each calendar month for the interest accrued the prior month. 25. The monthly interest rates were posted on the Voyager Website. Voyager’s interest rates for deposits of certain cryptocurrencies in the Voyager Earn Program accounts could be “tiered” with specified rates in effect at any time and only applied to specified portions of cryptocurrency held therein. In March 2022, the annual interest rates on eligible cryptocurrencies ranged from 12% for the “Polkadot” cryptocurrency to 0.5% for the “OMG” cryptocurrency.

Consent Order/Voyager Digital Ltd., et al./Page 10 26. Voyager also paid interest for deposits of certain “stablecoins,” which are cryptocurrencies pegged to an external measure of value such as the U.S. dollar, in the Voyager Earn Program Accounts. For example, in March 2022, according to the Voyager Website, Voyager paid 9% annual interest on deposits of the “USDC” cryptocurrency with a minimum balance of 100 USDC. 27. The Customer Agreement disclosed the status of cryptocurrency deposited by Earn Program Investors in Paragraph 5.D. of the Customer Agreement, “Consent to Rehypothecate” as follows: Consent to Rehypothecate. Customer grants Voyager the right, subject to applicable law, without further notice to Customer, to hold Cryptocurrency held in Customer’s Account in Voyager’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, stake, arrange for staking, or otherwise transfer or use any amount of such Cryptocurrency, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining a like amount of Cryptocurrency, and to use or invest such Cryptocurrency at Customer’s sole risk. 28. Furthermore, Paragraph 10.A., “Rewards Program – Overview” of the Customer Agreement provided as follows: (A) Overview. Each Customer participating in the Rewards Program acknowledges and agrees that Voyager may rely on the consent to rehypothecate granted by each Customer pursuant to Section 5(d) – Consent to Rehypothecate with respect to Cryptocurrency held in such Customer Account. Such consent to rehypothecate expressly includes allowing Voyager to (1) stake Cryptocurrency held in an omnibus fashion through various blockchain protocols (either by delegating Cryptocurrencies to the financial institutions which, in return, stake such Cryptocurrencies or using staking service providers to stake Cryptocurrencies); and (2) lend such Cryptocurrency to various institutional third parties (each, a “Borrower”) determined at Voyager’s sole discretion (each, a “Loan”). Voyager enters into these Loans as principal and independently negotiates with each Borrower the terms of a Loan, but these Loans are generally unsecured, for a fixed term of less than one year or can be repaid on a demand basis, and provide a fee payable in Cryptocurrency based on the percentage and denominated in the Cryptocurrency lent. Voyager selects

Consent Order/Voyager Digital Ltd., et al./Page 11 which and how much Cryptocurrencies are available for such staking and lending. [Emphasis in original.] 29. The Customer Agreement provided that the Earn Program Investor would relinquish control over their deposits and that Voyager would take legal and beneficial ownership of such deposits. 30. Voyager then commingled and pooled Earn Program Investors’ deposits together to fund its various income generating activities, including staking or lending to various third parties, including other financial institutions. 31. Having relinquished control over the deposits in their Voyager Earn Program Accounts, and in exchange for investing in the Voyager Earn Program Account, the Earn Program Investors relied on Voyager to pay the in-kind rewards. The Undisclosed Risks 32. Respondents failed to disclose material information necessary for investors in the Voyager Earn Program Accounts to make informed decisions, including material information about the risks associated with its unregistered Voyager Earn Program Accounts, most prominently the identity, nature, and creditworthiness of borrowers to whom Voyager lent material amounts of cryptocurrency or digital assets. Lack of Registration and Public Protections 33. Respondents were not licensed, registered, qualified, or notice filed with the United States Securities and Exchange Commission. 34. The Voyager Earn Program Accounts were not registered with the TSSB or any other securities regulatory authority, nor was it exempt from registration.

Consent Order/Voyager Digital Ltd., et al./Page 12 35. Voyager failed to disclose to Earn Program Investors that the Voyager Earn Program Accounts were not registered by federal or state securities regulatory authorities. 36. The deposits contained in the Voyager Earn Program Accounts were not protected by the Securities Investor Protection Corporation (“SIPC”), insured by the Federal Deposit Insurance Corporation (“FDIC”), or insured by the National Credit Union Administration (“NCUA”). This lack of a protective scheme or regulatory oversight subjected the Earn Program Investors to additional risks not borne by investors who maintain assets with most SIPC member broker-dealers, or with banks, savings associations, or credit unions. Texas Investors 37. As of March 1, 2022, Voyager had more than $5 billion in assets under management in more than 1.5 million Voyager Earn Program Accounts, including more than $500 million held in more than 170,000 Voyager Earn Program Accounts belonging to Texans. 38. After Voyager filed for bankruptcy on July 5, 2022, Voyager proposed and obtained court approval to engage in sales transactions with FTX and Binance US, which were ultimately not completed. Through the court-approved liquidation process set forth in the Plan, Voyager has made distributions of recoveries in the amount of approximately 70% of creditor claims. Customer creditors were provided an opportunity to receive their distributions either in-kind or in fiat during the first distribution and received a check in connection with the second distribution. The

Consent Order/Voyager Digital Ltd., et al./Page 13 Plan Administrator plans to make additional distributions to creditors, but the timing and amount is currently unknown. CONCLUSIONS OF LAW 1. The preceding Preliminary Statements and Findings of Facts are incorporated by reference as though fully set forth herein. 2. The Voyager Earn Program Accounts were securities as defined in Section 4001.068 of the Act. 3. Respondents violated Section 4003.001 of the Act by offering securities for sale in Texas at a time when the securities were not registered with or permitted by the Securities Commissioner. 4. Respondents violated Section 4004.051 of the Act by offering securities for sale in Texas without being registered pursuant to the provisions of Section 4004.051 of the Act. 5. The foregoing violations of the Act provide the basis for this Consent Order pursuant to the Act. 6. This Consent Order is appropriate and in the public interest, pursuant to the Act. ORDER On the basis of the Findings of Facts, Conclusions of Law, and with Respondents’ consent to the entry of this Order, IT IS HEREBY ORDERED: 1. Upon execution by the Plan Administrator on behalf of Respondents and the TSSB Securities Commissioner, this Consent Order resolves the matter commenced by the TSSB on April 12, 2022, with the entry of the NOH against Respondents.

Consent Order/Voyager Digital Ltd., et al./Page 14 2. Respondents shall CEASE AND DESIST from engaging, directly or indirectly, in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, including, without limitation, offering or selling securities in this state in contravention of the Act; provided, however, nothing in this Consent Order shall restrain or enjoin the deposit, exchange, distribution, investment, or withdrawal of assets owned or held by Respondents and being administered in accordance with the United States Bankruptcy Code and orders of the court in the Chapter 11 Cases. 3. The TSSB shall not impose any administrative fines, penalties, refunds, restitution, or any other monetary damages (each a “Fine”) so long as Respondents comply with all lawful orders of the Bankruptcy Court, the Plan is fully administered, and Respondents cease operating in Texas except to the extent necessary to make distributions to creditors and other functions related to the administration of the Voyager Liquidation Trust. If Respondents fail to comply with the foregoing, the foregoing restriction on the imposition of Fines by the TSSB shall be lifted, and the TSSB may take whatever enforcement action it deems appropriate. If the TSSB takes further enforcement action based on Respondents’ non-compliance with this paragraph, all of the TSSB’s and Respondents’ respective rights are reserved as to the amount of any Fines to be imposed by the TSSB, and both the TSSB and Respondents shall be free to contest any of the preceding Findings of Fact or Conclusions of Law. 4. This Consent Order shall be binding upon Respondents, their affiliates, and their respective successors and assigns with respect to the provisions above and all

Consent Order/Voyager Digital Ltd., et al./Page 16 Respondents Voyager Digital Ltd., Voyager Digital Holdings, Inc., and Voyager Digital, LLC consent to the terms of the above Consent Order: By: _ Date: Michael Wyse Plan Administrator for Voyager Respondents Approved as to form: By: _ Date: 2/27/2026 Jeramy Heintz Director Enforcement Division By: _ Date: 2/27/2026 Greta L. Cantwell Assistant Director Enforcement Division 3/6/2026