© 2015, The Author(s). Abstract: An exoflop occurs in the gauged linear σ-model by varying the Kähler form so that a subspace appears to shrink to a point and then reemerge “outside” the original manifold. This occurs for K3 surfaces where a rational curve is “flopped” from inside to outside the K3 surface. We see that whether a rational curve contracts to an orbifold phase or an exoflop depends on whether this curve is a line or conic. We study how the D-brane category of the smooth K3 surface is described by the exoflop and, in particular, find the location of a massless D-brane in the exoflop limit. We relate exoflops to noncommutative resolutions.