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Trading and Token Policies

Team members, advisors, and core contributors to the Magic Newton Foundation and Magic Labs are subject to an internal policy that prohibits the use of material nonpublic information for personal gain, including trading or making recommendations involving the NEWT token. Short-term speculative trading by insiders is strictly prohibited.  See Exhibit D: Financial Policies for a copy of the Foundation’s Trading Policy.

NEWT token allocations for Core Contributors, Early Backers, Magic Labs, as well as Foundation employees are subject to a 36-month vesting schedule with a 12-month cliff. These lock-ups are designed to ensure long-term alignment with the Protocol’s success and prevent potential conflicts of interest related to token liquidity.

To promote transparency, fairness, and market integrity, all leadership of Magic Newton Foundation and executive members of the Core Contributors are required to participate in a third-party-managed structured selling program for any sales of their NEWT token allocations. This program is modeled on industry best practices and is designed to prevent opportunistic trading or misuse of material non-public information.  Key features of the program include:

  • Pre-Adoption Certification: Plans must be adopted only when the individual possesses no material non-public information (MNPI).
  • Cooling-Off Period: To prevent the use of insider information, sales may not begin immediately upon plan adoption and must be delayed for a pre-determined period to limit access to material non-public information.
  • Sale Frequency Limits: Each structured plan allows for only periodic, pre-scheduled sales to maintain consistency and avoid discretionary timing.
  • Sale Caps: Structured plan sales follow volume-aligned limits to support transparency, predictability, and long-term alignment.
  • Eligibility Restrictions: Only fully vested, unlocked, and transferable tokens are eligible for sale—locked or unvested tokens are excluded.
  • Execution Requirements: Sales are managed by an independent third-party and must occur through approved exchanges or over-the-counter (OTC) desks.
  • Suspension Clause: Active plans may be paused by the plan administrator during major protocol events (e.g., governance votes, protocol upgrades, or security incidents) to prevent misalignment with broader ecosystem interests.
  • Restricted Intervention: Once a plan is active, strict limitations exist on modifying the timing, price, or size of any scheduled sale.

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Board and Investor Conflicts

As of the date of this disclosure, the Foundation is not aware of any material conflicts of interest among its board members, advisors, or major stakeholders.

David Jiang, a member of the Foundation’s Board, is also the Chief Executive Officer of Tread.fi, a platform that provides advanced trading infrastructure and execution tools. Mr. Jiang has fully disclosed this affiliation and will recuse himself from all Foundation discussions and decisions related to Tread.fi.

There are no related-party transactions to disclose.  As of the date of publication, no advisory payments have been made to Foundation-affiliated insiders. If any such payments occur, they will be disclosed in future quarterly transparency reports.

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Transparency Commitments

The Magic Newton Foundation is committed to maintaining transparency with the community. The Foundation will publish quarterly transparency reports on its website, which will include material updates on governance, operations, ecosystem funds usage, and other areas discussed herein. Each report will also provide an accounting of the Foundation’s token treasury, outlining how tokens have been allocated and used across distinct treasury categories. Expenditures will be disclosed in aggregate across categories—as an illustrative example only, such as operations, protocol development, community initiatives, and ecosystem growth.  The Foundation will disclose any material related party or insider transaction as part of its quarterly transparency reports and include: the nature of the transaction, the related person, the basis on which the person is a related person, and the number of tokens or funds involved in the transaction.