10-K – 2026-02-12 – coin-20251231.htm

Our determination of our tax liability is subject to review and may be challenged by applicable U.S. and foreign tax authorities. Any adverse outcome of such a challenge could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, we have subsidiaries that engage in many intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current tax laws. Furthermore, as we operate in multiple taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by taxing authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the characterization and source of income or other tax items, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. The taxing authorities of the jurisdictions in which we operate may challenge our tax treatment of certain items or the methodologies we use for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and harm our financial position and operating results.
Further, any changes in the tax laws governing our activities may increase our tax expense, the amount of taxes we pay, or both. For example, the Tax Cuts and Jobs Act (the “TCJA”), enacted in 2017, significantly reformed the U.S. federal tax code, reducing the U.S. federal corporate income tax rate, making sweeping changes to the rules governing international business operations, and imposing new limitations on a number of tax benefits, including deductions for business interest and the use of net operating loss carryforwards. The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) further amended the U.S. federal tax code, imposing a 15% minimum tax on “adjusted financial statement income” of certain corporations as well as an excise tax on the repurchase or redemption of stock by certain corporations, beginning in the 2023 tax year. In addition, over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting (“BEPS”) Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of December 2025, over 150 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. The G7 countries, including the United States, agreed to modify the provisions of the BEPS Project which may limit its impact on us in future years. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax, impose new limitations on deductions, credits or other tax benefits, or make other changes that could impact our cash flows and adversely affect our business, operating results, and financial condition.
In addition, the IRS has yet to issue guidance on a number of important issues regarding the tax treatment of cryptocurrency and the products we provide to our customers and from which we derive our income. In the absence of such guidance, we will take positions with respect to any such unsettled issues. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, cash flows or financial performance.
We also are subject to non-income taxes, such as payroll, sales, use, value-added, digital services, net worth, property, and goods and services taxes in the United States and various foreign jurisdictions. Specifically, we may be subject to new allocations of tax as a result of increasing efforts by certain jurisdictions to tax activities that may not have been subject to tax under existing tax principles. Companies such as ours may be adversely impacted by such taxes. Taxing authorities may disagree with certain positions we have taken. As a result, we may have exposure to additional tax liabilities that could adversely affect our business, operating results, and financial condition.
As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may harm our operating results in
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future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.
Our ability to use our deferred tax assets may be subject to certain limitations under U.S. or foreign law.
Realization of our deferred tax assets, in the form of future domestic or foreign tax deductions, credits or other tax benefits, will depend on future taxable income, and there is a risk that some or all of such tax assets could be subject to limitation or otherwise unavailable to offset future income tax liabilities, all of which could adversely affect our operating results. For example, future changes in our stock ownership, the causes of which may be outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended, which could limit our use of such tax assets in certain circumstances. Similarly, additional changes may be made to U.S. (federal and state) and foreign tax laws which could further limit our ability to fully utilize these tax assets against future taxable income.
Under the Inflation Reduction Act, our ability to utilize tax deductions or losses from prior years may be limited by the imposition of the 15% minimum tax if such minimum tax applies to us. Therefore, we may be required to pay additional U.S. federal income taxes despite any available tax deductions, U.S. federal net operating loss carryforwards, credits, or other tax benefits that we accumulate.
We are exposed to fluctuations in foreign currency exchange rates.
Our exposure to fluctuations in foreign currency exchange rates through our international operations could have a negative impact on our operating results and financial condition. From time to time, we may engage in currency hedging activities to limit our exposure to foreign currency exchange rate fluctuations that arise in the normal course of business. The use of hedging instruments may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates, and may introduce additional risks if we are unable to structure effective hedges with such instruments.
If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected.
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in Part II, Item 8 of this Annual Report on Form 10-K. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of expenses that are not readily apparent from other sources. Significant estimates and judgments that comprise our critical accounting estimates involve the valuation of assets acquired and liabilities assumed in business combinations at and subsequent to acquisition, valuation of strategic investments, evaluation of tax positions, and evaluation of legal and other contingencies. Our business, operating results, and financial condition could be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to differ from the expectations of analysts and investors, resulting in a decline in the trading price of our Class A common stock.
We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are subject to interruption by
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natural disasters, fire, power shortages, and other events beyond our control. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operating results to suffer. For example, the COVID-19 pandemic and the related precautionary measures that we adopted have in the past resulted, and could in the future result, in difficulties or changes to our customer support, or create operational or other challenges, any of which could adversely affect our business, operating results, and financial condition. Further, acts of terrorism, labor activism or unrest, and other geopolitical unrest, including ongoing regional conflicts around the world, could cause disruptions in our business or the businesses of our partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services. Additionally, all the aforementioned risks may be further increased if we do not implement a disaster recovery plan or our partners’ disaster recovery plans prove to be inadequate. To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer loss of customer funds.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over our financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company we incur significant legal, accounting, and other expenses. The Sarbanes-Oxley Act of 2002 and related rules of the SEC require, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If we encounter material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our Consolidated Financial Statements may be materially misstated.
Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports filed with the SEC. Ineffective disclosure controls and procedures or internal control over financial reporting may adversely affect investor confidence in us and, as a result, negatively impact the price of our Class A common stock and have a material and adverse effect on our business, operating results, and financial condition.
We may require additional capital to support business growth, and this capital might not be available.
We have funded our operations since inception primarily through equity financings, debt, and cash flows generated from operations. We cannot be certain that our operations will continue to fund our ongoing operations or the growth of our business. We intend to continue to make investments in our business, which investments may require us to secure additional funds. Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, crypto market conditions and any disruptions in the crypto market, instability in the global banking system, increasing regulatory uncertainty and scrutiny or other unforeseen factors. In the event of a downgrade of our credit rating, our ability to raise additional financing may be adversely affected and any future debt offerings or credit arrangements we propose to enter into may be on less favorable terms or terms that may not be acceptable to us. In addition, even if debt financing is available, the cost of additional financing may be significantly higher than our current debt. If we incur additional debt, the debt holders
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would have rights senior to holders of our common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, we have authorized the issuance of “blank check” preferred stock and common stock that our board of directors could use to, among other things, issue shares of our capital stock in the form of blockchain tokens, implement a shareholder rights plan, or issue other shares of preferred stock or common stock. We may issue shares of capital stock, including in the form of blockchain tokens, to our customers in connection with customer reward or loyalty programs. If we issue additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued common stock. The trading prices for our common stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained adverse downturn in the general economic or crypto asset markets could adversely affect our business and the value of our Class A common stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our shareholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A common stock and diluting their interests.
Risks Related to Ownership of Our Class A Common Stock
The market price of our Class A common stock may be volatile, and could decline significantly and rapidly. Market volatility may affect the value of an investment in our Class A common stock and could subject us to litigation.
Prior to the listing of our Class A common stock on Nasdaq, there was no public market for shares of our Class A common stock. Technology stocks have historically experienced high levels of volatility. The market price of our Class A common stock also could be subject to wide fluctuations in response to the risk factors described in this Annual Report on Form 10-K and others beyond our control, including:
• the number of shares of our Class A common stock publicly owned and available for trading;
• overall performance of the equity markets or publicly-listed financial services and technology companies;
• our actual or anticipated operating performance and the operating performance of our competitors;
• changes in the projected operational and financial results we provide to the public or our failure to meet those projections;
• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
• any major change in our board of directors, management, or key personnel;
• if we issue additional shares of capital stock, including in the form of blockchain tokens, in connection with customer reward or loyalty programs;
• issuance of shares of our Class A common stock, whether in connection with an acquisition or upon conversion of some or all of our outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, and 2032 Convertible Notes;
• repurchases under the Repurchase Program (as defined below) on unfavorable terms or at all;
• the highly volatile nature of the onchain economy and the prices of crypto assets;
• rumors and market speculation involving the onchain economy and the regulation thereof, or us or other companies in our industry;
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• announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; and
• other events or factors, including those resulting from political instability and acts of war or terrorism, regional conflicts around the world, government shutdowns, bank failures, or responses to these events.
Furthermore, the stock market has recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies and financial services and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general macroeconomic, political and market conditions such as recessions, interest rate changes, extended U.S. federal government shutdowns, or international currency fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We are currently subject to shareholder litigation, as described in the section titled “Legal Proceedings” in Part I, Item 3 of this Annual Report on Form 10-K, and may continue to be the target of these types of actions or additional regulatory uncertainty and scrutiny in the future. Securities or regulatory actions against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.
The dual class structure of our common stock has the effect of concentrating voting control with those shareholders, including our directors, executive officers, and 5% shareholders, and their respective affiliates. As a result of this structure, our Chief Executive Officer and trusts established by our Chief Executive Officer collectively have control over key decision making as a result of controlling a majority of our voting stock. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.
Our Class B common stock has twenty votes per share, and our Class A common stock has one vote per share. Mr. Armstrong and the independent trustee of trusts established by Mr. Armstrong, collectively, are currently able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and, along with our directors, other executive officers, and 5% shareholders, and their affiliates, these shareholders hold in the aggregate a substantial majority of the voting power of our capital stock. Because of the twenty-to-one voting ratio between our Class B common stock and our Class A common stock, the holders of our Class B common stock, including Mr. Armstrong, collectively are expected to continue to control a significant percentage of the combined voting power of our common stock and therefore be able to control all matters submitted to our shareholders for approval until the earliest to occur of (i) the date fixed by the board of directors that is no less than 61 days and no more than 180 days after the date that the aggregate number of shares of Class B common stock held by Brian Armstrong and his affiliates is less than 25% of the aggregate number of shares of Class B common stock held by Mr. Armstrong and his affiliates on April 1, 2021, the date of effectiveness of the registration statement on Form S-1 for the listing of our Class A common stock on Nasdaq; (ii) the date and time specified by affirmative vote of the holders of at least 66-2/3% of the outstanding shares of Class B common stock, voting as a single class, and the affirmative vote of at least 66-2/3% of the then serving members of our board of directors, which must include the affirmative vote of Mr. Armstrong, if either (A) Mr. Armstrong is serving on our board of directors and has not been terminated for cause or resigned except for good reason (as each term is defined in our certificate of formation) from his position as our Chief Executive Officer or (B) Mr. Armstrong has not been removed for cause or resigned from the position of Chairman of the board of directors; and (iii) the death or disability (as defined in our certificate of formation) of Mr. Armstrong, when all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock. Holders of our Class A common stock are not entitled to vote separately as a single class except under certain limited circumstances. This concentrated control
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may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our shareholders. In addition, Mr. Armstrong has significant influence over (i) the management and major strategic investments of our company as a result of his position as our Chief Executive Officer and (ii) the election or replacement of our directors as a result of his voting rights. As a board member and officer, Mr. Armstrong owes a fiduciary duty to our shareholders and must act in good faith in a manner he reasonably believes to be in the best interests of our shareholders. As a shareholder, even a controlling shareholder, Mr. Armstrong is entitled to vote his shares, and shares over which he has voting control, in his own interests, which may not always be in the interests of our shareholders generally.
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock, including Mr. Armstrong, who retain their shares in the long term. Moreover, it is possible that one or more of the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into Class A common stock.
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
Certain stock index providers exclude companies with multiple classes of shares of common stock from being added to certain stock indices. In addition, several shareholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices, may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. Any exclusion from stock indices could result in less demand for our Class A common stock. Any actions or publications by shareholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.
Sales or distribution of substantial amounts of our Class A common stock, or the perception that such sales or distributions might occur, could cause the market price of our Class A common stock to decline.
The sale or distribution of a substantial number of shares of our Class A common stock, particularly sales by us or our directors, executive officers, and principal shareholders, or the perception that these sales or distributions might occur in large quantities, could cause the market price of our Class A common stock to decline.
In addition, we have filed a registration statement to register shares reserved for future issuance under our equity compensation plans. All of the shares of Class A common stock and Class B common stock issuable upon the exercise of stock options or vesting and settlement of restricted stock units and performance restricted stock units will be able to be freely sold in the public market upon issuance, subject to applicable vesting requirements and compliance by affiliates with Rule 144 under the Securities Act.
Further, certain holders of shares of our common stock will have rights, subject to some conditions, to require us to file registration statements for the public resale of shares of Class A common stock or to include such shares in registration statements that we may file for us or other shareholders. Any
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registration statement we file to register additional shares, whether as a result of registration rights or otherwise, could cause the market price of our Class A common stock to decline or be volatile.
We also may issue our capital stock or securities convertible into our capital stock, including in the form of blockchain tokens, from time to time in connection with a financing, an acquisition, investments, pursuant to customer rewards, loyalty programs, and other incentive plans, or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and cause the market price of our Class A common stock to decline.
If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and its liquidity could decline.
The trading market for our Class A common stock may be influenced by the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If securities and industry analysts cease coverage of us altogether, the market price for our Class A common stock may be negatively affected. If one or more of the analysts who cover us downgrade our Class A common stock, or publish inaccurate or unfavorable research about our business, the price of our Class A common stock may decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline. In light of the unpredictability inherent in our business, our financial outlook commentary may differ from analysts’ expectations, which could cause volatility to the price of our Class A common stock.
We cannot guarantee that the Repurchase Program will be fully consummated or that such program will enhance the long-term value of our Class A common stock price.
In October 2024, our board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration. In October 2025, our board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of our outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”). In January 2026, our board of directors approved a $2.0 billion increase in the authorization of our previously announced repurchase program from $2.0 billion to $4.0 billion (as modified, the “Repurchase Program”). Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations. The timing of any repurchases will depend on market conditions and other considerations, and will be made at our discretion. The Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our Class A common stock or Notes and may be modified, suspended, or discontinued at any time.
The Repurchase Program could affect the price of our Class A common stock and increase the volatility thereof. Price volatility may cause the average price at which we repurchase our Class A common stock or Notes in a given period to exceed the stock’s price at a given point in time. There can be no assurance that the Repurchase Program will have a positive impact on our Class A common stock price or net income (loss) per share. Important factors that could cause us to discontinue or decrease repurchases under the Repurchase Program include, among others: unfavorable market conditions; the market price of our Class A common stock; the nature of other investment or strategic opportunities presented to us from time to time; our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to effect repurchases; and the availability of funds necessary to fulfill such repurchases.
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Provisions in our charter documents and under Texas law, and certain rules imposed by regulatory authorities, could make an acquisition of us, which may be beneficial to our shareholders, more difficult, limit attempts by our shareholders to replace or remove our current management, limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the price of our Class A common stock.
Provisions in our certificate of formation and bylaws may have the effect of delaying or preventing a merger, acquisition, or other change of control of our company that the shareholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors. Our certificate of formation and bylaws include provisions that:
• permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
• require super-majority voting to amend some provisions in our certificate of formation and bylaws;
• authorize the issuance of “blank check” preferred stock and common stock that our board of directors could use to implement a shareholder rights plan or issue other shares of preferred stock or common stock, including blockchain tokens;
• provide that only our Chief Executive Officer, the chairperson of our board of directors, a majority of our board of directors, or the holders of not less than 50% of the voting power of our shareholders will be authorized to call a special meeting of shareholders;
• provide that, in certain circumstances, any shareholder action by written consent must be unanimous;
• prohibit cumulative voting;
• provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring shareholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A common stock and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
• provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and
• provide for advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by shareholders at annual shareholder meetings.
Moreover, Subchapter M of Chapter 21 of the Texas Business Organizations Code (the “TBOC”) may discourage, delay, or prevent a change of control of our company, and imposes certain restrictions on mergers, business combinations, and other transactions between holders of 20% or more of our common stock and us.
In addition, a third party attempting to acquire us or a substantial position in our common stock may be delayed or ultimately prevented from doing so by change in ownership or control regulations to which our regulated broker-dealer subsidiaries are subject. FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a single person or entity owning, directly or indirectly, 25% or more of a member firm’s equity and would include a change of control of a parent company.
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Our bylaws and certificate of formation contain an exclusive forum provision and jury trial waiver for certain claims, respectively, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our bylaws, to the fullest extent permitted by law, provides that the Business Court in the First Business Court Division of the State of Texas is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim that is based upon a breach of fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, shareholder, employee or agent of ours, arising pursuant to the TBOC, our certificate of formation, or our bylaws; any action asserting a claim against us that is governed by the internal affairs doctrine; or any action asserting an “internal corporate claim” as defined in Section 2.115 of the TBOC. In addition, our certificate of formation provides that we, and our shareholders, directors, and officers, waive their rights to trial by jury in any legal proceeding arising out of or relating to any “internal entity claim.”
Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our bylaws provide that the federal district courts of the United States of America are, to the fullest extent permitted by law, the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or a Federal Forum Provision, unless we consent in writing to the selection of an alternative forum. While there can be no assurance that federal or state courts will follow determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our shareholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act to the fullest extent permitted by law. Accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our shareholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities will be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit our shareholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.
Our bylaws contain an ownership threshold that must be met for a shareholder or shareholders to bring derivative claims against our officers or directors, which could limit a shareholder’s ability to bring such claims. In addition, Texas law does not recognize demand futility and as such may require additional procedural steps for a shareholder to bring a derivative claim.
Our bylaws provide that no shareholder or group of shareholders may in institute or maintain a derivative proceeding brought on our behalf against any of our directors or officers, unless the shareholder or group of shareholders, at the time the derivative proceeding is instituted, beneficially owns a number of shares of common stock sufficient to meet an ownership threshold of at least 3% of our total outstanding shares. In addition, Texas law generally does not recognize demand futility, which means that a shareholder bringing such a claim must provide our board of directors an opportunity to determine whether the claim is in our best interests before the shareholder may proceed with a lawsuit. Our board of directors will generally have 90 days in which to make this determination.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable

ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical systems and information. While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity oversight responsibility is shared by our board of directors, our audit and compliance committee (“Audit Committee”), and senior management. Our cybersecurity risk management program is integrated into our overall enterprise risk management program.
Our cybersecurity risk management program includes:
• physical, technological, and administrative controls intended to support our cybersecurity and data governance framework, including protections designed to protect the confidentiality, integrity, and availability of our key information systems and customer, employee, partner, and other third-party information stored on those systems, such as access controls, encryption, data handling requirements, and other cybersecurity safeguards, and internal policies that govern our cybersecurity risk management and data protection practices;
• a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan that includes procedures for responding to cybersecurity incidents;
• cybersecurity risk assessment processes designed to help identify material cybersecurity risks to our critical systems, information, products, services, and broader enterprise IT environment;
• a security team responsible for managing our cybersecurity risk assessment processes and security controls;
• the use of external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls;
• annual cybersecurity and privacy training of employees, including incident response personnel and senior management, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information; and
• a third-party risk management process that includes internal vetting of certain third-party vendors and service providers with whom we may share data.
As previously disclosed on a Current Report on Form 8-K filed with the SEC on May 15, 2025, a threat actor improperly obtained information about certain customer accounts and internal documentation, and used that information for social-engineering attempts (the “Data Theft Incident”). No passwords or private keys were compromised as a result of this incident. During the year ended December 31, 2025, we paid $311.2 million of cash related to the Data Theft Incident, comprising voluntary customer reimbursements and direct legal costs. We continue to face risks related to the Data Theft Incident, including harm to our reputation, and costs related to governmental investigations and regulatory scrutiny, and ongoing litigation.
Over the past fiscal year, except as set forth herein, we have not identified any cybersecurity-related risks that have materially impacted our operations, business strategy, operating results, or financial condition. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience any further material cybersecurity incidents in the future, such incidents may have a material effect, including
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on our operations, business strategy, operating results, or financial condition. For more information regarding cybersecurity risks that we face, including previous cybersecurity incidents, and potential impacts on our business related thereto, see the section titled “ Risk Factors ” in Part I Item 1A of this Annual Report on Form 10-K.
Cybersecurity Governance
With oversight from our board of directors, the Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management, including relating to cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified risks, including risks relating to cybersecurity threats.
The Audit Committee has established the Enterprise Risk Management Working Group (“ERMWG”), comprising members of our senior management team and other senior leaders, including our Chief Security Officer (“CSO”), to provide executive oversight of our enterprise risk management program. The ERMWG receives updates on cybersecurity matters from various staff members, including our Chief Information Security Officer (“CISO”) .
The Audit Committee receives updates from members of management, including our CSO and CISO, on our cybersecurity risks at its quarterly meetings, and reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity threats or incidents, as well as any incidents with lesser impact potential.
The Audit Committee reports to our board of directors regarding its activities, including those related to key cybersecurity risks, mitigation strategies, and ongoing developments, on a quarterly basis or more frequently as needed. The board of directors also receives updates from our CSO and CISO on our cyber risk management program and other matters relating to our data privacy and cybersecurity approach, including risk mitigations to bolster and enhance our data protection and data governance framework. Members of our board of directors receive presentations that include cybersecurity topics and the management of key cybersecurity risks from our CSO and CISO as part of the continuing education of our board of directors on topics that impact public companies.
Our management team, including our CSO and CISO, is responsible for assessing and managing our material risks from cybersecurity threats and for our overall cybersecurity risk management program on a day-to-day basis, and supervises both our internal cybersecurity personnel and the relationship with our retained external cybersecurity consultants. Our CSO’s and CISO’s experience includes years of working in the cybersecurity field in various industries, including the financial services industry .
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including through periodic ERMWG meetings; briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

ITEM 2. PROPERTIES
We are a remote-first company, meaning that for the vast majority of roles, our employees have the option to work remotely. Substantially all of our executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in our offices or in various of our offices distributed around the world. We hold all of our shareholder meetings virtually. As a result of this strategy, we do not maintain a headquarter s , but do currently lease physical offices in select major cities in the United States and other countries around the world for purposes of collaboration. S ee Note 13. Other
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Consolidated Balance Sheets Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should we need additional physical office space, suitable additional space will be available in the future.

ITEM 3. LEGAL PROCEEDINGS
For a description of material legal proceedings in which we are involved, see Note 21. Commitments and Contingencies of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K , which is incorporated herein by reference.
We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. However, we are subject to regulatory oversight by numerous state, federal, and foreign regulators and we are and we may become subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business. For example, we have received investigative subpoenas and other inquiries from various state agencies and attorneys general for documents and information pertaining to our business practices and policies, customer complaints, asset launches, certain ongoing litigation, and certain transfers of crypto assets. In addition, we have received investigative subpoenas and demand letters from various regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including our processes for listing assets, the classification of certain listed assets, our staking programs, and our stablecoin and yield-generating products. We intend to cooperate fully with such investigations. These examples are not exhaustive.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “COIN” on April 14, 2021. Prior to that date, there was no public trading market for our Class A common stock.
Our Class B common stock is not listed or traded on any stock exchange.
Holders of Record
As of February 5, 2026, there were 294 registered holders of record of our Class A common stock and 9 registered holders of record of our Class B common stock. Since many of our shares of Class A common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We are not obligated to pay any dividends on our Class A common stock or Class B common stock, and we currently do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial
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condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
Stock Performance Graph
The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Exchange Act or Securities Act.
The graph below compares the cumulative total return to shareholders of our Class A common stock between April 14, 2021 (the date our Class A common stock commenced trading on the Nasdaq Global Select Market) and December 31, 2025 relative to the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Financial Services Index, the S&P 500 Index (“the S&P 500”) , the S&P North American Technology Index, and the price of Bitcoin. The graph assumes the investment of $100 in our Class A common stock at the closing sale price of $328.28 per share on April 14, 2021, and in each index and assumes the reinvestment of dividends, if any. On May 19, 2025, we were added to the S&P 500. Going forward, we have elected to replace the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Financial Services Index with the S&P 500, as we believe this index is a more relevant benchmark to measure our performance. We have continued to present the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Financial Services Index in this Annual Report on Form 10-K as a transitional measure.
The historical data shown below should not be considered an indication of potential future stock price performance. Historical Bitcoin prices are primarily based on data obtained from our platform. Where such data is not available (e.g. during a platform outage), such data may sometimes be sourced from other third-party exchanges or data providers.

Recent Sales of Unregistered Securities
In connection with our acquisition of Gm Echo Ltd (“Echo”), on October 8, 2025 , we issued 640,658 shares of our Class A common stock (the “Echo Shares”) in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) in a
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transaction by an issuer not involving a public offering. The recipients of the Echo Shares represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the book-entry shares issued in the transaction. All recipients of the Echo Shares either received adequate information about us or had access, through their relationships with us, to such information.
Issuer Purchases of Equity Securities
In October 2024, our board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration. In October 2025, our board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of our outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”). In January 2026, our board of directors approved a $2.0 billion increase in the authorization of our previously announced repurchase program from $2.0 billion to $4.0 billion (as modified, the “Repurchase Program”). Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations. The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion. The Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our Class A common stock or Notes and may be modified, suspended, or discontinued at any time.
The following table contains information relating to the repurchases of our Class A common stock made by us in the three months ended December 31, 2025.

Period
Total Number of Shares Purchased
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

November 1 – November 30, 2025 2,753,290  $ 262.37  2,753,290  $ 1,277,620,066 
December 1 – December 31, 2025 285,805  237.28  285,805  1,209,804,500 
3,039,095  3,039,095 
__________________
(1) Average price paid per share includes commissions related to repurchases.
(2) Share counts reported in this table are recognized on a settlement date basis. Excluded from this table are 261,933 shares repurchased at an average price of $228.99 on a trade date of December 31, 2025 with a settlement date of January 2, 2026.

The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards. See the Consolidated Statements of Changes in Shareholders’ Equity included in Part II, Item 8 of this Annual Report on Form 10-K for quantification of all shares repurchased by us during the periods presented.

ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K . Th e following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K . Unless otherwise expressly stated or the context otherwise requires, references to “we,” “ou r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 7, two numbers presented consecutively represent figures for the year ended December 31, 2025 as compared to the year ended December 31, 2024, respectively, unless otherwise noted. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 13, 2025, which is incorporated by reference herein.

Executive Overview
This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Annual Report on Form 10-K.
During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally. We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S. perpetual-style futures. Stablecoin adoption is accelerating. USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products. We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card.
For the year ended December 31, 2025, our net revenue was $6.9 billion, including $4.1 billion in transaction revenue and $2.8 billion in subscription and services revenue. For the year ended December 31, 2024, our net revenue was $6.3 billion, including $4.0 billion in transaction revenue and $2.3 billion in subscription and services revenue.
For the year ended December 31, 2025, our net income was $1.3 billion and Adjusted EBITDA was $2.8 billion. For the year ended December 31, 2024, our net income was $2.6 billion and Adjusted EBITDA was $3.3 billion.
For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments. We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside. Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025. Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities.
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Key Business Metrics
In addition to the measures presented in our Consolidated Financial Statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

Year Ended December 31, Change

2025 2024 %

MTUs (1) (in millions)
9.2  8.4  10 
Assets on Platform (2) (in billions)
$ 376  $ 404  (7)
Trading Volume (3) (in billions)
$ 1,221  $ 1,189  3 
Net income (in millions)
$ 1,260  $ 2,579  (51)
Adjusted EBITDA (4) (in millions)
$ 2,808  $ 3,348  (16)

_____________
(1) Represents the annual average MTUs, calculated as the average of quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter.
(2) Represents Assets on Platform as of December 31.
(3) Represents the total U.S. Dollar equivalent of Spot Trading Volume transacted through our platform. During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition.
(4) S ee Non-GAAP Financial Measure below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Monthly Transacting Users
We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate transaction revenue or subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior.
MTUs increased for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in users participating in rewards programs, by holding USDC or staking their assets, influenced by deeper integration of USDC across our products and expanded staking services.
Assets on Platform
We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services.
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The following table sets forth the value of AOP by asset (in millions, except percentages):

December 31, Change

2025 2024 %

Bitcoin $ 252,803  $ 235,378  7 
Ethereum 56,229  54,209  4 
XRP 17,233  16,501  4 
Solana 13,319  21,298  (37)
USDC 9,261  6,091  52 
Other crypto assets and payment stablecoins (1)
27,284  70,557  (61)
Total $ 376,129  $ 404,034  (7)

__________________
(1) Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP.
AOP at December 31, 2025 decreased as compared to December 31, 2024, primarily reflecting a $77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin.

Trading Volume
We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement. Trading Volume does not include volume from other trading products, such as derivatives, equities, or event contracts, but may in the future as those become more material. Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed. As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the onchain economy. Institutions incur lower fees per transaction than consumers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume. Within consumer, Advanced traders incur lower fees per transaction than Simple traders, and therefore a shift in the mix of trading between these consumers impacts transaction revenue.
Generally, Trading Volume is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume. In periods of high crypto asset prices and crypto asset volatility, we have generally experienced correspondingly high levels of Trading Volume. In recent quarters, we have also seen market events, product announcements, paid incentives, and competition as influential factors. Trading activity generally directly impacts transaction revenue. However, during periods when new products or markets are being introduced or entered, associated trading volume may not directly impact revenue within the same period, or may impact it indirectly.
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Year Ended December 31, Change

2025 2024 %

Trading Volume (1) (in billions)

Consumer
$ 239 $ 224 7 
Institutional
982 965 2 
Total Trading Volume
$ 1,221 $ 1,189 3 

Trading Volume by crypto asset

Bitcoin 29 % 33 % (12)
Ethereum
16  13  23 
USDT 6  12  (50)
Other crypto assets (2)
49  42  17 
Total
100 % 100 %

____________________________________
(1) During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition.
(2) Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume.
For the year ended December 31, 2025 as compared to 2024, Trading Volume increased primarily reflecting an increase of 9% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges), offset in part by a decrease of $101.0 billion attributed to a decline in our share of stablecoin pair market volume driven by an intentional pricing change made in March of 2025 as we evolved our stablecoin strategy.

Results of Operations

Comparison of the years ended December 31, 2025 and 2024
Revenue
For the years ended December 31, 2025 and 2024 we generated 84% and 83%, respectively, of total revenue in the U.S., with no other country contributing over 10%. International revenue comprised mainly transaction revenue.
Transaction revenue

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Consumer, net $ 3,322,835  $ 3,430,322  $ (107,487) (3)
Institutional, net 479,667  345,598  134,069  39 
Other transaction revenue, net 252,888  210,193  42,695  20 
Total transaction revenue $ 4,055,390  $ 3,986,113  $ 69,277  2 
% of net revenue 59  63 

Transaction revenue increased for the year ended December 31, 2025 as compared to 2024, primarily reflecting:
• a decrease in consumer transaction revenue driven by:
◦ a decrease of $384.4 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple users to Advanced and Coinbase One users who pay lower average fees; offset in part by
◦ an increase of $277.0 million attributed to a 7% increase in consumer Trading Volume; and
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• an increase in institutional transaction revenue driven by an increase of $152.0 million attributed to derivatives trading, due mainly to the acquisition of Deribit.
There were no material changes to note within other transaction revenue.
The percentage of transaction revenue from spot trading on our platform by crypto asset was as follows:

Year Ended December 31, Change

2025 2024 %

Bitcoin 27 % 30 % (10)
XRP 14  6  133 
Ethereum
12  13  (8)
Other crypto assets (1)
47  51  (8)
Total 100 % 100 %
____________________________________
(1) Includes various other crypto assets, none of which individually represented more than 10% of our total transaction revenue from spot trading on our platform.
Subscription and services revenue

Year Ended December 31, Change

(in thousands, except %)
2025 2024 $ %

Stablecoin revenue $ 1,348,821  $ 910,464  $ 438,357  48 
Blockchain rewards 677,405  705,757  (28,352) (4)
Interest and finance fee income 247,047  265,799  (18,752) (7)
Other subscription and services revenue 554,775  425,113  129,662  31 
Total subscription and services revenue $ 2,828,048  $ 2,307,133  $ 520,915  23 
% of net revenue 41  37 

Subscription and services revenue increased for the year ended December 31, 2025 as compared to 2024, reflecting:
• increases in stablecoin revenue of:
◦ $417.7 million due to higher average USDC balances held in Coinbase products 1 ; and
◦ $314.1 million due to higher average USDC off-platform balances; offset in part by
◦ a decrease of $290.8 million due to lower average interest rates, which declined 89 basis points; and
• an increase in other subscription and services revenue, primarily due to a higher number of Coinbase One paid subscribers.
There were no material changes to note within blockchain rewards or interest and finance fee income.
Other revenue

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Corporate interest and other income $ 297,887  $ 270,782  $ 27,105  10 
Total other revenue $ 297,887  $ 270,782  $ 27,105  10 

1 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products.
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Other revenue increased for the year ended December 31, 2025 as compared to 2024, largely reflecting an increase of $85.3 million due to higher average cash and cash equivalents balances, offset by lower average interest rates earned on these balances, which declined 89 basis points.

Operating expenses
Certain prior period amounts have been reclassified to conform to the current period presentation.
Transaction expense

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Blockchain rewards fees $ 427,506  $ 455,946  $ (28,440) (6)
Transaction rebates and commissions 221,471  122,372  99,099  81 
Payment processing and account verification 194,587  150,897  43,690  29 
Transaction reversal losses 132,671  79,639  53,032  67 
Other 43,995  88,853  (44,858) (50)
Total transaction expense $ 1,020,230  $ 897,707  $ 122,523  14 
% of net revenue 15  14 

Transaction expense increased for the year ended December 31, 2025 as compared to 2024, reflecting:
• higher transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, driven by growth in volume; and
• an increase in transaction reversal losses primarily driven by higher transaction volume; offset in part by
• a decrease in blockchain transaction fees within other, primarily due to lower average Ethereum gas fees.
There were no material changes to note within blockchain rewards fees or payment processing and account verification.
Technology and development

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Employee-related $ 1,052,597  $ 1,036,656  $ 15,941  2 
Website hosting and infrastructure 322,125  228,392  93,733  41 
Amortization, depreciation, and impairment 157,067  122,595  34,472  28 
Other 138,816  80,609  58,207  72 
Total technology and development $ 1,670,605  $ 1,468,252  $ 202,353  14 
% of net revenue 24  23 

Technology and development expenses increased for the year ended December 31, 2025 as compared to 2024, reflecting:
• changes in employee-related expenses driven by higher average headcount supporting international expansion and new product initiatives, offset in part by lower stock-based compensation expense (see Note 16. Stock-Based Compensation of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details) primarily associated with non-recurring awards; and
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• an increase in website hosting and infrastructure expenses driven by initiatives to increase capacity and scalability to support activity on our platform.
There were no material changes to note within amortization, depreciation, and impairment, or other.
Sales and marketing

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

USDC rewards $ 441,347  $ 224,255  217,092  97 
Marketing programs 402,555  247,087  155,468  63 
Employee-related 136,229  151,036  (14,807) (10)

Other 78,446  32,066  46,380  145 
Total sales and marketing $ 1,058,577  $ 654,444  $ 404,133  62 
% of net revenue 15  10 

Sales and marketing expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:
• an increase in USDC rewards primarily reflecting growth in average customer USDC balances held in Coinbase products 2 as we continue to integrate USDC across our products; and
• an increase in marketing program expenses largely due to higher digital advertising and brand spend, including corporate sponsorships and go-to-market efforts.
There were no material changes to note within employee-related or other.
General and administrative

Year Ended December 31, Change

(in thousands, except %)
2025 2024 $ %

Employee-related $ 664,761  $ 606,554  $ 58,207  10 
Professional services 292,599  202,956  89,643  44 
Customer support (1)
224,193  124,940  99,253  79 
Other 438,089  365,807  72,282  20 
Total general and administrative $ 1,619,642  $ 1,300,257  $ 319,385  25 
% of net revenue 24  21 
____________________________________
(1) Excludes employee-related and professional services expenses.
General and administrative expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:
• an increase in employee-related expenses primarily due to higher average headcount;
• an increase in professional services due to increased use of legal advisory services, including those relating to business combinations and strategic investments; and
• an increase in customer support costs as a result of increased capacity needs and enhancement of our customer service function.
There were no material changes to note within other.

2 Comprises USDC held on behalf of customers in eligible Coinbase products.
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Losses (gains) on crypto assets held for operations, net

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Losses (gains) on crypto assets held for operations, net $ 20,704  $ (71,725) $ 92,429  (129)

Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices, particularly in the fourth quarter of 2025. Though both gross inflows and outflows of these assets were approximately $1.6 billion and $1.5 billion during the years ended December 31, 2025 and 2024, respectively, gains and losses on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.
Other operating expense, net

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Platform-related incidents $ 345,210  $ 28,070  $ 317,140  nm

Other 10,916  (20,137) 31,053  (154)
Total other operating expense, net
$ 356,126  $ 7,933  $ 348,193  nm
__________________
nm - not meaningful
Other operating expense, net increased for the year ended December 31, 2025 as compared to 2024, primarily due to losses directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs. There were no other material changes to note within other.

Interest expense

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Interest expense $ 85,413  $ 80,645  $ 4,768  6 

There were no material changes to note within interest expense.
Losses (gains) on crypto assets held for investment, net

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Losses (gains) on crypto assets held for investment, net $ 528,857  $ (687,055) $ 1,215,912  (177)

Changes in losses (gains) on crypto assets held for investment, net resulted primarily from fair value remeasurement, particularly in the fourth quarter of 2025, of these assets, mainly Bitcoin and Ethereum. The impact of these changes in fair value expanded beginning late in the first quarter of 2025, as we have actively increased our investment in Bitcoin since then.
Other income, net

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

(Gains) losses on investments, net $ (680,520) $ 11,553  $ (692,073) nm

Other (20,374) (40,627) 20,253  (50)
Total other income, net $ (700,894) $ (29,074) $ (671,820) nm
__________________
nm - not meaningful
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Other income, net changed for the year ended December 31, 2025 as compared to 2024, due to a gain on the sale of a portion of our investment in Circle Internet Group, Inc. and fair value remeasurement of our remaining holding, both resulting from Circle’s initial public offering in June 2025. There were no material changes to note within other.
Provision for income taxes

Year Ended December 31, Change
(in thousands, except %)
2025 2024 $ %

Provision for income taxes $ 261,738  $ 363,578  $ (101,840) (28)

For the year ended December 31, 2025 as compared to 2024, the decrease in provision for income taxes was primarily due to lower pretax income, partially offset by lower tax benefits from stock-based compensation.

Non-GAAP Financial Measure
In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare this measure and component adjustments to similar information provided by peer companies and our past financial performance; provides additional company-specific adjustments for certain items that may be included in income from operations but that we do not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations, revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example:
• We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to period and may not directly correlate to the underlying performance of our business operations.
• We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other income, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, and (iii) losses directly related to the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are primarily based on transactions on our platform and the sales of subscriptions and services.
• We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other income, net, and provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.
Limitations of Adjusted EBITDA
We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information
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presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes:
• provision for income taxes;
• interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;
• depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
• stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
• losses directly related to the Data Theft Incident, net of recoveries;
• net gains or losses on our crypto assets held for investment; and
• other income, net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity.
In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net income, and not to rely on any single financial measure to evaluate our business.
The following table provides a reconciliation of net income to Adjusted EBITDA (in thousands):

Year Ended December 31,
2025 2024
Net income $ 1,260,327  $ 2,579,066 
Adjusted to exclude the following:
Provision for income taxes 261,738  363,578 
Interest expense 85,413  80,645 
Depreciation and amortization 188,428  127,518 
Stock-based compensation expense 839,440  912,838 
Data Theft Incident losses, net
345,179  — 
Losses (gains) on crypto assets held for investment, net 528,857  (687,055)
Other income, net (1)
(700,894) (29,074)
Adjusted EBITDA $ 2,808,488  $ 3,347,516 

__________________
(1) See Note 17. Other Consolidated Statements of Operations Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Liquidity and Capital Resources
We continue to believe our existing cash, cash equivalents, and marketable investments, which totaled $11.6 billion as of December 31, 2025, will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. Our ability to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our
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platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and with future cash flows from operations, future sales of marketable investments, a nd potential future equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that restrict our operation s.

Primary commitments
Long-term debt
As of December 31, 2025, our primary contractual obligation remained long-term debt, of which we held $7.3 billion in aggregate principal amount, including $1.3 billion that is due within the next 12 months and classified as a current liability.
In August 2025, we issued an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2032, unless converted, repurchased, or redeemed on an earlier date, and an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2029, unless converted or repurchased on an earlier date. As market conditions warrant, we may, from time to time, repurchase our outstanding long-term debt securities in the open market, in privately negotiated transactions, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors, and may be commenced or suspended at any time. See Note 11. Long-Term Debt of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.
As of December 31, 2025 and 2024 , our ratings with S&P Global Ratings were BB- for both issuer credit and senior unsecured debt. In August 2025, Moody’s Ratings announced an upgrade of our ratings from B2 to B1 for corporate family and from B1 to Ba2 for guaranteed senior unsecured notes.
Short-term borrowings
As of December 31, 2025, we also held short-term borrowings of $452.1 million, denominated in crypto assets and payment stablecoins, which we use to facilitate institutional financing. See Note 5. Collateralized Arrangements and Financing of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.
Other contractual obligations
As of December 31, 2025, our other material contractual obligations consisted of the following (in thousands):

Amounts Due
Next 12 Months Total
Non-cancelable purchase obligations (1)
$ 169,886  $ 670,422 
Operating leases (2)
32,547  417,873 
Other commitments (3)
180,493  180,493 

_______________
(1)    Committed spend for non-cancellable purchase obligations greater than $2.0 million per obligation, primarily relating to technology. The increase from total purchase obligations of $198.5 million as of December 31, 2024 reflects the renewal of a multi-year technology services agreement.
(2)    Primarily relates to corporate offices. The increase from total operating lease commitments of $132.3 million as of December 31, 2024, reflects new office leases in San Francisco, CA and New York, NY.
(3)    Represents definitive agreements to acquire interests in entities.

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See Notes 13. Other Consolidated Balance Sheets Details, 18. Income Taxes , and 21. Commitments and Contingencies of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details relating to our short- and long-term material cash requirements and contractual obligations as of December 31, 2025.
Repurchase program
As of December 31, 2025, our board of directors had authorized an aggregate $2.0 billion to repurchase, without expiration, our outstanding Class A common stock and long-term debt (the “Repurchase Program”). As of December 31, 2025, approximately $1.2 billion remained available, and no long-term debt has been repurchased under the Repurchase Program. See Issuer Purchases of Equity Securities included in Part II, Item 5 of this Annual Report on Form 10-K for additional details.
Other resources and commitments
Crypto assets
We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of December 31, 2025, we held the following crypto assets: $120.8 million held for operations, $822.8 million held as collateral, $318.8 million that were borrowed, and $2.0 billion held for investment.
Customer assets and liabilities
Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers. We also securely store additional customer AOP that we do not recognize in our Consolidated Balance Sheets. We do not use customer assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent.
Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of December 31, 2025, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date. See Risk Factors—Depositing and withdrawing crypto assets into and from our platform involves risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of this Annual Report on Form 10-K for further information.
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Cash flows
The following table summarizes our Consolidated Statements of Cash Flows (in thousands):

Year Ended December 31,
2025 2024
Net cash provided by operating activities $ 2,426,383  $ 3,103,935 
Net cash used in investing activities (2,049,550) (201,003)
Net cash provided by financing activities 740,282  2,903,078 
Net increase in cash, cash equivalents, and restricted cash and cash equivalents $ 1,117,115  $ 5,806,010 

Change in customer custodial cash and cash equivalents $ (754,370) $ 1,634,934 

Operating activities
Our largest source of cash provided by operating activities are revenues generated from transaction fees. Our primary uses of cash in operating activities include payments to employees for compensation, marketing programs, website hosting and infrastructure services, and professional services.
Net cash provided by operating activities decreased by $677.6 million for the year ended December 31, 2025 as compared to 2024 primarily due to:
• $311.2 million in cash used in 2025 related to the Data Theft Incident, for which impacted customers were voluntarily reimbursed; and
• an overall increase in other cash and cash equivalent expenses as we continue to grow our business; offset in part by
• cash and cash equivalents provided as a result of the $617.3 million increase in total revenue.
Investing activities
Net cash used in investing activities increased by $1.8 billion for the year ended December 31, 2025 as compared to 2024 as we invested more of our available cash and cash equivalents, including:
• $742.0 million in net cash and cash equivalents used for business combinations in 2025, primarily due to the completion of the Deribit acquisition in August;
• a $578.0 million increase in cash and cash equivalents used for net purchases of crypto assets held for investment; and
• a $614.0 million increase in cash and cash equivalents used for the origination of fiat and payment stablecoin loans, net of repayments, reflecting higher demand for institutional financing products.
Financing activities
Net cash provided by financing activities decreased by $2.2 billion for the year ended December 31, 2025 as compared to 2024 primarily due to:
• a $2.6 billion decrease in customer custodial funds;
• $790.2 million in cash used to repurchase approximately 3.0 million shares of our outstanding Class A common stock; and
• a $285.6 million decrease in cash used to pay taxes related to net share settlement of equity awards; offset in part by
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• a $1.6 billion net increase in proceeds from long-term debt, driven by the August 2025 issuance of our 2029 Convertible Notes and 2032 Convertible Notes, offset in part by prior year proceeds from the issuance of our 2030 Convertible Notes, less cash paid for associated capped calls.

Capital requirements
We are a highly regulated business subject to regulations on how we manage our liquidity, operations, and capital structure. As our primary operating subsidiary, Coinbase Inc. (“CB Inc.”) is subject to the most significant capital requirements, we seek to minimize surplus capital at other subsidiaries and hold surplus at CB Inc. See Business—Government Regulation and Risk Factors included in Part I, Item 1 and 1A, respectively, of this Annual Report on Form 10-K for additional details about these regulations.
We are required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets and payment stablecoins held in custody. Our money-transmitting subsidiary, CB Inc., and our custodian subsidiary, Coinbase Custody Trust Company, LLC (“CCTC”), which is a fiduciary under New York State Law and a qualified custodian under the Investment Advisers Act of 1940, are required to maintain minimum net capital requirements under agreements with the New York State Department of Financial Services (“NYDFS”). These subsidiaries and other subsidiaries are also subject to maintenance capital requirements by other regulators both within the United States and internationally. As of December 31, 2025, we were in compliance with these capital requirements.
As of December 31, 2025, our net capital requirements by subsidiary consisted of the following (in millions):

Net Capital Required Net Capital (1)
Capital Surplus
CB Inc. $ 2,795  $ 1,166  $ 1,629 
CCTC 745  336  409 
Other (2)
687  74  613 

(1) Depending on the agreement between the subsidiary and the regulator, may include corporate holdings of cash and cash equivalents, Bitcoin, and Ethereum. Due to the volatility of crypto assets, Net Capital and Required Net Capital can fluctuate.
(2) Includes subsidiaries that are subject to requirements from regulators that allow for the intermediation of customer orders in derivatives markets or the operation of a regulated marketplace for the trading of such contracts.

Critical Accounting Estimates
Our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP. The preparation of our Consolidated Financial Statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected.
See Note 2. Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies and significant estimates and assumptions and their effects on our financial statements. Below are the significant estimates and assumptions that we consider critical because they involve a significant amount of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Business combinations, goodwill, and intangible assets
We determined that business combinations, goodwill, and intangible assets represent critical accounting estimates, as they involve significant judgment, estimates, and assumptions and to the extent
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that our estimates and assumptions materially change or if actual circumstances differ from those in the assumptions, our financial statements could be materially impacted.
We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to non-crypto intangible assets. These intangible assets do not have observable prices and have primarily consisted of customer relationships, developed technology, licenses, trademarks and trade names, and non-compete agreements, which are subsequently measured at acquisition date fair value, less accumulated amortization. These estimates and assumptions can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the estimated useful lives. Changes in these assumptions could affect the carrying value of these assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates.
Goodwill
We perform an impairment test annually in the fourth quarter or whenever events or changes in circumstances indicate that the carrying value of goodwill might not be fully recoverable. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Alternatively, a company may elect to proceed directly to a quantitative goodwill impairment test. We do the former and assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. We review factors including changes in our stock price, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in any key personnel, and any changes in the composition of the carrying amount of our assets. There were no changes to the qualitative factors considered indicating an impairment of goodwill for the reporting periods presented. In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, our financial statements could be materially impacted. For the reporting periods presented, we determined that it was more likely than not that the fair value of our reporting unit was more than the respective related carrying amounts, including goodwill, and therefore we did not record any goodwill impairment.
Intangible assets
Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets assessed as having indefinite lives are not amortized, but are assessed for indicators that the useful life is no longer indefinite or for indicators of impairment each period. Indicators we review, as applicable, include whether there has been a significant adverse change in the extent or manner in which our assets are being used, a significant adverse change in legal factors affecting our assets, customer attrition, and/or a cash flow loss. Due to the dynamic nature of our business and the regulatory environment in which we operate, it is not practicable to model sensitivity of the valuation of these assets to these factors. Each reporting period, we evaluate the estimated remaining useful life of our intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. We did not identify indicators of impairment of our intangible assets during the reporting periods presented. In the future, if there are material changes in the underlying estimates and assumptions pertaining to the impairment assessment, our financial statements could be materially impacted.
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Investments
Strategic investments
We hold strategic investments in primarily privately held companies in the form of equity securities without readily determinable fair values in which we do not have a controlling interest or significant influence. The vast majority of these investments are accounted for under the measurement alternative method (“the measurement alternative”) and are measured at cost, less impairment, subject to upward and downward adjustments resulting from observable price changes for identical or similar investments of the same issuer (“pricing adjustments”). We determined that valuation of privately-held strategic investments represents a critical accounting estimate because impairment evaluations involve significant judgment, estimates, and assumptions, and to the extent that these estimates and assumptions change materially or if actual circumstances differ from those in the assumptions, our financial statements could be materially impacted.
Impairment
Privately-held strategic investments are evaluated quarterly for impairment. Our qualitative analysis includes a review of indicators such as: operating results when available, business prospects of the investees, changes in the regulatory and macroeconomic environment, observable price changes in similar transactions, and general market conditions of the geographical area or industry in which our investees operate. If indicators of impairment exist, we prepare quantitative measurements of the fair value of our equity investments using an Option-Pricing Model that uses publicly available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, adjustments for other company-specific developments, and the rights and obligations of the securities we hold. When the quantitative remeasurements of fair value indicate an impairment exists, we write down the investment to its current fair value.
We anticipate volatility to our net income (loss) in future periods due to changes in the fair values associated with these investments and changes in observable prices and similar transactions that could impact our fair value assessments. Based on future market conditions, these changes could be material to our financial statements. For more information regarding these market conditions and related sensitivity, see Marketable and Strategic Investments —Strategic investments included in Part II, Item 7A of this Annual Report on Form 10-K. See Note 14. Fair Value Measurements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our strategic investments for the years ended December 31, 2025 and 2024.
Income taxes
We determined that income taxes involve critical accounting estimates because management makes significant estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets, and to the extent that our estimates and assumptions materially change, or if actual circumstances differ materially from those in the assumptions, our financial statements could be materially impacted.
We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. Assessing the need for a valuation allowance requires a great deal of judgment and we consider all available evidence, both positive and negative, to determine whether it is more likely than not that our deferred tax assets are recoverable. We evaluate all available evidence including, but not limited to, history of earnings and losses, forecasts of future taxable income, and the weight of evidence that can be objectively verified. See Note 18. Income Taxes of the Notes to our Consolidated
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Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our valuation allowance for the years ended December 31, 2025, 2024, and 2023.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within the provision for income taxes. See Note 18. Income Taxes of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023.

For U.S. federal tax purposes, crypto asset transactions are treated under the same tax principles as property transactions. We recognize a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged crypto assets. Receipts of crypto assets in exchange for goods or services are included in taxable income at the fair market value on the date of receipt.

Legal and other contingencies
We are subject to various legal proceedings and claims that arise in the ordinary course of business, the outcomes of which are inherently uncertain, and such uncertainty may be enhanced due to the industry in which we operate. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable, the determination of which requires significant judgment. In addition, we record recoveries of these losses when it is probable that they will be collected. These estimates are highly sensitive to change and involve variables that are not completely within our control nor practicable to model, including decisions made by regulators and settlement negotiations. Resolution of legal and other contingencies in a manner inconsistent with management’s expectations could have a material impact on our financial condition and results of operations. See Results of operations—Comparison of the years ended December 31, 2025 and 2024—Operating expenses—General and administrative above for discussion of material changes in legal and other contingencies during the years ended December 31, 2025 and 2024.
Recent accounting pronouncements
See Note 2. Summary of Significant Accounting Policies — Recent accounting pronouncements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk to our f inancial statements associated with the effect of changes in market factors, including risks associated with interest rates, foreign currency, derivatives, equity investments, and crypto assets. These assets, liabilities, and equities are held for purpo ses other than tr ading, except for our marketable investments which are available for trading.
Inte rest Rates
Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents and customer custodial funds and from our arrangements with payment stablecoin issuers .
Our investment policy and strategy related to our cash and cash equivalents and customer custodial funds is to preserve capital and meet liquidity requirements without increasing risk. These funds consist of cash deposits, payment stablecoins, and money market funds, and therefore the fair value of our cash and cash equivalents and customer custodial funds would not be significantly affected by either an
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increase or a decrease in interest rates. However, the amount of interest we earn on certain of these balances, particularly the money market funds, may be significantly impacted. The Federal Reserve has adjusted the Federal Funds Rate significantly in recent years, including lowering it from a December 31, 2023 rate of 5.33%, a sustained peak, to 3.64% as of December 31, 2025. As a result, we believe additional changes in interest rates of this magnitude are reasonably possible. A hypothetical 150 basis points increase or decr ease in average interest rates applied to our average month end cash equivalents balances, excluding payment stablecoins, for the years ended December 31, 2025 and 2024 , would have resulted in an impact of $143.2 million and $124.3 million, r espectively, on interest earned on these funds.
We earn stablecoin revenue from arrangements with payment stablecoin issuers, primarily from a USDC-related arrangement with Circle. Interest income is earned by Circle on USDC reserve balances held. Circle reported that, as of December 31, 2025, the underlying reserves were held in cash within segregated accounts titled for the benefit of USDC holders and a government money market fund that held cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements, and therefore the fair value of these balances would not be significantly affected by either an increase or a decrease in interest rates. However, the related amount of stablecoin revenue we earn may be significantly impacted. A hypothetical 150 basis points increase or decrease in average interest rates applied to daily USDC reserve balances held by Circle for the years ended December 31, 2025 and 2024, would have resulted in an impact of $540.3 million and $293.5 million, respectively, on stablecoin revenue . The increase in the hypothetical impact on stablecoin revenue since December 31, 2024 primarily reflects higher average USDC market capitalization.
Crypto Assets
We generate a large portion of our total revenue from transaction fees on our platform in connection with the purchase, sale, and trading of crypto assets by our customers. Transaction revenue is based on transaction fees that are either a flat fee or a percentage of the value of each transaction and may vary depending on payment type and the value of the transaction. We also generate a large portion of our total revenue from our subscription products and services, and such revenue has grown over time. Accordingly, crypto asset price risk could adversely affect our operating results. In particular, our future profitability may depend upon the market price of Bitcoin, Ethereum, and Solana, as well as other crypto assets. Crypto asset prices, along with our operating results, have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of Bitcoin, Ethereum, Solana, and other crypto assets has in the past had and could in the future have an adverse effect on our earnings and our future cash flows. This may also affect our liquidity and ability to meet ongoing obligations.
In addition to the exposures described above, we hold crypto assets for various reasons. As of December 31, 2025, we held the following crypto assets: $2.0 billion held for investment; $318.8 million that were borrowed; $120.8 million held for operations; and $822.8 million held as collateral. In addition, as of December 31, 2025, customers had pledged $1.6 billion of crypto assets that are not recognized as collateral. See Note 2. Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion of these different categories of assets.
Crypto assets held for investment are primarily held long term, and historically, we have not attempted to reduce our market risk exposure associated with these crypto assets. Crypto asset prices have been volatile, as demonstrated by the one year historical volatility of Bitcoin and Ethereum of approximately 50% implied from the annualized standard deviation of daily price returns observed in the past 24 months. A hypothetical 50% increase or decrease in crypto assets prices as of December 31, 2025 and 2024 would result in a $1.0 billion and $776.5 million impact, respectively, to the value of our Crypto assets held for investment and would have been recorded as a gain or loss in Losses (gains) on crypto assets held for investment, net in our Consolidated Statements of Operations. The increase in the hypothetical gains or losses since December 31, 2024 reflects an increase in the units held, as we increased our investment in crypto assets during the year ended December 31, 2025, deploying available cash.
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Our market risk exposure on all remaining categories of crypto assets that we hold is limited, either due to their short-term nature or to naturally offsetting positions. Crypto assets held for operations are received as a form of payment and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately, and therefore are subject to limited market risk. A hypothetical 10% increase or decrease in crypto asset prices applied to the value of our Crypto assets held for operations as of December 31, 2025 and 2024, and applied to the simple average of our gross inflows and outflows of these assets for their weighted average period outstanding during 2025 and 2024, would not have a material impact on our Consolidated Financial Statements. Our market risk exposure on Crypt o assets borrowed and Crypto assets held as collateral is limited through naturally offsetting positions o f the crypto asset borrowings and obligation to return crypto asset collateral which contain embedded derivatives that are remeasured each reporting period. See — Borrowings and related collateral derivative positions below. Similarly, we do not have market risk exposure on crypto assets received but not recognized as collateral as we are obligated to return that collateral.
Marketable and Strategic Investments
We hold two categories of investments not denominated in crypto assets - marketable investments and strategic investments. Our marketable investments primarily comprise marketable equity securities and are available for trading, while our strategic investments are primarily held long term. Marketable investments may begin as strategic investments, as certain securities in which we take a stake for strategic purposes become publicly traded and our intentions with respect to these holdings change accordingly. We have not attempted to reduce our market risk exposure associated with any of these investments, and adjustments to the fair value of these investments , as well as realized gains or losses on sales, are recorded in Other expense (income), net in our Consolidated Statements of Operations.
Marketable investments
Our marketable investments are measured and recorded at fair value on a recurring basis, exposing us to risk that the fair value of these securities will decline due to changes in market prices. As of December 31, 2025, our marketable investments were $309.8 million. No marketable investments were held as of December 31, 2024. Adjustments to the fair value of these investments, as well as realized gains on sales of these investments, relate primarily to our investment in Circle Internet Group, Inc. See Notes 14. Fair Value Measurements and 17. Other Consolidated Statements of Operations Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.
Changes in market prices of our marketable investments could materially impact our future results of operations and cash flows, the impact of which is difficult to predict as it depends on market factors that we cannot forecast with reliable accuracy, including due to lack of extended price history for our largest holding as it entered the public market in June 2025, and has had high price volatility since public debut. If an adverse 10% fair value remeasurement was applied to our marketable investments as of December 31, 2025 , it would not have a material impact on our financial results.
Strategic investments
We hold strategic investments in privately held companies in the form of equity securities without readily determinable fair values in which we do not have a controlling interest or significant influence. These investments are subject to a wide variety of market and price-related risks due to the lack of readily available market data, which requires us to make significant estimates and assumptions that could substantially impact the carrying value of the investments. We perform a qualitative assessment of our portfolio of strategic equity investments on a quarterly basis for indicators of impairment. Our analysis includes a review of indicators such as: operating results when available; business prospects of the investees; changes in the regulatory and macroeconomic environment; observable price changes in similar transactions; and general market conditions of the geographical area or industry in which our
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investees operate. If indicators of impairment exist and the estimated fair value of an investment is below the carrying amount, we will write down the investment to fair value.
As of December 31, 2025 and 2024 , our strategic equity investments in privately held companies were $623.0 million and $374.2 million , respectively. During the years ended December 31, 2025 and 2024 , we recognized immaterial impairment expense related to our strategic investments in privately held companies. We anticipate volatility to our net income in future periods due to changes in the fair values associated with these investments and observable price changes in similar transactions that could impact our fair value assessments. Based on future market conditions, these changes could be material to our financial results. For more information, see Notes 2. Summary of Significant Accounting Policies — Investments and 14. Fair Value Measurements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K .
Foreign Currency
Foreign currency transactions
Revenues, expenses, and financial results of our foreign subsidiaries are recorded in the functional currency of these subsidiaries. Our foreign currency exposure is primarily related to transactions denominated in Euros and British Pounds attributable to cash and cash equivalents, customer custodial funds and customer custodial fund liabilities, and intercompany transactions where the transaction currency is different from a subsidiary’s functional currency. Changes in foreign exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our results of operations as expressed in U.S. dollars. We have experienced and will continue to experience fluctuations in our results of operations and cash flows as a result of changes in foreign currency exchange rates, including from gains or losses on the settlement and the remeasurement of monetary assets and liabilities denominated in foreign currencies that are not the functional currency of the respective entity. From time to time, we may enter into derivatives or other financial instruments in an attempt to hedge our exposure to foreign currency exchange risk. No such instruments were outstanding as of December 31, 2025 and 2024 or during the year ended December 31, 2025.
Gains and losses on foreign currency exchange were immaterial during the years ended December 31, 2025 and 2024. If an adverse 10% foreign currency exchange rate change was applied to the largest foreign currency exposure (e.g., Euro) or to all foreign currency exposures in aggregate, of monetary assets, liabilities, and commitments denominated in currencies other than its functional currency as of December 31, 2025 and 2024, it would not have a material impact on our financial results. Our international operations expose us to exchange rate fluctuations otherwise. Such fluctuations could have a material impact on our future results of operations and cash flows, the impact of which is difficult to predict as it depends on many factors that we cannot forecast with reliable accuracy, including the volume and nature of our transactions and the particular currencies in which these transactions are denominated.
Foreign currency translation
Fluctuations in functional currencies from our net investment in international subsidiaries expose us to foreign currency translation risk, where changes in foreign currency exchange rates may adversely affect our results of operations upon translation into U.S. dollars. S ee our Consolidated Statements of Comprehensive income in Part II, Item 8 of this Annual Report on Form 10-K for translation adjustments for the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025 and 2024, a 10% increase or decrease in foreign currency exchange rates used in translating the financial statements of subsidiaries with functional currencies other than our reporting currency would not have a material impact on our financial results.
Derivatives
We have exposure to derivatives measured and recorded at fair value. Market risk on derivatives is the exposure created by potential fluctuations in market prices and other factors and is a function of the
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type of derivative product, the volume of transactions, the tenor and terms of the agreement, and the underlying volatility.
Strategic derivative positions
In certain market conditions, we may opportunistically employ derivative strategies within a disciplined risk management framework to attempt to hedge our exposure to foreign currency or crypto assets held for investment. We did not have any such positions as of December 31, 2025 or 2024.
Our remaining derivative positions, including all of those held during the periods presented, arise from our operations and reflect a strategy of largely mitigating these remaining exposures through naturally offsetting positions, regardless of whether hedge accounting is achieved. See below for a discussion of these derivatives.
Borrowings and related collateral derivative positions
Our market risk exposure on derivative crypto asset borrowings and obligations to return crypto asset collateral (when combined with their host contracts, “Gross Financing Derivatives”) is naturally offset, at least in part, by the associated non-derivative crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets, all of which are recorded and held at fair value. The following table summarizes our Gross Financing Derivatives and net exposures after considering the naturally offsetting non-derivative positions, related to our crypto asset borrowings and associated collateral (“Net Financing Positions”) (in thousands):

December 31,
2025 2024
Gross Financing Derivatives
$ 1,155,009  $ 1,067,594 
Net Financing Positions
$ —  $ — 

The following table presents the impact of changes in fair value of the derivatives noted above when considered gross and net of the naturally offsetting non-derivative positions in our Consolidated Statements of Operations (in thousands):                        

Year Ended December 31,
2025 2024
Gains (losses) on Gross Financing Derivatives (1)
$ 328,436  $ (114,521)
Gains (losses) on Net Financing Positions (2)
$ —  $ — 

__________________
(1) Gains and losses on derivatives are recorded in our Consolidated Statements of Operations in the locations shown in Note 12. Derivatives of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(2) Net gains and losses, after considering the associated naturally offsetting non-derivative positions, are recorded in Transaction expense in the Consolidated Statements of Operations.
As of December 31, 2025 and 2024, a hypothetical 50% increase or decrease in the fair value of these derivative positions, after considering the associated naturally offsetting positions, would not have a material impact on our Consolidated Financial Statements. This hypothetical 50% is calculated as discussed above under Crypto Assets , as the fair value of these derivatives is also derived primarily from the volatility of Bitcoin and Ethereum over a similar period.
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Other derivative positions
Our market risk exposure to derivatives arising from accounts receivable and payable denominated in crypto assets (when combined with their host contracts, “Other Derivatives”) represents unmitigated exposure. However, these assets and liabilities are short-term in nature. The following table summarizes these Other Derivatives exposures, on a gross basis, as the receivables and payables may be unrelated (in thousands):

December 31,
2025 2024
Gross Other Derivatives
$ 34,468  $ 228,712 

The following table presents the impact of changes in fair value of the derivatives noted above in our Consolidated Statements of Operations (in thousands):

Year Ended December 31,
2025 2024
(Losses) gains on Gross Other Derivatives (1)
$ (11,053) $ 83,269 
__________________
(1) Gains and losses on derivatives are recorded in our Consolidated Statements of Operations in the locations shown in Note 12. Derivatives of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2025 and 2024, a hypothetical 10% increase or decrease in the fair value of these Other Derivatives positions would not have a material impact on our Consolidated Financial Statements.
For more information on our derivatives, see Notes 2. Summary of Significant Accounting Policies — Derivative contracts, 5. Collateralized Arrangements and Financing, 7. Accounts Receivable, Net, 12. Derivatives, and 13. Other Consolidated Balance Sheets Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements Page
Reports of Independent Registered Public Accounting Firm (Deloitte - PCAOB ID 34 )
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Consolidated Balance Sheets
116

Consolidated Statements of Operations
117

Consolidated Statements of Comprehensive Income
118

Consolidated Statements of Changes in Shareholders ’ Equity
119

Consolidated Statements of Cash Flows
120

Notes to Consolidated Financial Statements
121

     1. Nature of Operation s
121

     2. Summary of Significant Accounting Policies
121

     3. Acquisitions
135

     4. Revenue
136

     5. Collateralized Arrangements and Financing
137

     6. Crypto Assets Held for Operations
139

     7. Accounts Receivable, Net
140

     8. Crypto Assets Held for Investment
140

     9. Software and Equipment, Net
141

     10. Goodwill and Intangible Assets, Net
141

     11. Long-Term Debt
143

     12. Derivatives
147

     13. Other Consolidated Balance Sheets Details
149

     14. Fair Value Measurements
150

     15. Capital Stock
151

     16. Stock-Based Compensation
152

     17. Other Consolidated Statements of Operations Details
156

     18. Income Taxes
157

     19. Net Income Per Share
162

     20. Restructuring
162

     21. Commitments and Contingencies
163

     22. Related Party Transactions
165

     23. Supplemental Disclosures of Cash Flow Information
166

     2 4. Subsequent Events
167

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Coinbase Global, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of Operations, Comprehensive Income, Changes in Shareholders’ Equity, and Cash Flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, the Company has elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral in the years ended December 31, 2024 and December 31, 2023. Payment stablecoins include USDC, EURC, and PYUSD.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Crypto Assets Held in Cold Storage — including Corporate Crypto Assets, Payment Stablecoins and Customer Crypto Assets - Refer to Notes 2, 5, 6, 8, 12 and 21 of the financial statements
Critical Audit Matter Description
Crypto assets are generally accessible only by the possessor of the unique private key relating to the digital wallet in which the crypto assets are held. Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet. The Company holds crypto assets for its own use, and on behalf of customers, primarily in wallets within its cold storage environment. The loss, theft, or otherwise compromise of access to the private keys required to access the crypto assets in cold storage could adversely affect the Company’s ability to access the crypto assets within its environment. This could result in loss of corporate crypto assets or loss of crypto assets in custodial products on its platform held on behalf of its customers.
We identified crypto assets in cold storage as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights & obligations of crypto assets in cold storage. The nature and extent of audit effort required to address the matter includes significant involvement of more experienced engagement team members and discussions and consultations with subject matter experts related to the matter. 
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to crypto assets in cold storage included the following, among others:
• We consulted with subject matter experts regarding our planned audit response to address risks of material misstatement of crypto assets in cold storage.
• We tested the effectiveness of controls within the Company’s private key management process including controls related to physical access, key generation, and segregation of duties across the processes.
• We tested the effectiveness of management’s reconciliation control of internal books and records to external blockchains.
• We tested the effectiveness of management’s control to record corporate crypto asset balances separately from customer crypto asset balances.
• We tested the effectiveness of controls within the processes of customer crypto asset deposits and customer crypto asset withdrawals.
• We obtained evidence corporate crypto asset balances are appropriately recorded separately from customer crypto assets.
• We utilized our proprietary audit tool to independently obtain evidence from public blockchains to test the existence of crypto asset balances.
• We obtained evidence that management has control of the private keys required to access crypto assets in cold storage through a combination of decoding cryptographic messages signed using selected private keys or through observing the movement of selected crypto assets.

/s/ Deloitte & Touche, LLP
San Francisco, California
February 12, 2026
We have served as the Company’s auditor since 2020.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Coinbase Global, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Coinbase Global, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 12, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Sentillia B.V., which was acquired on August 14, 2025, and whose financial statements constitute less than 1% of total assets and 2% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Sentillia B.V.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche, LLP
San Francisco, California
February 12, 2026
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Coinbase Global, Inc.
Consolidated Balance Sheets    
(In thousands, except per share data)

December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 11,285,452   $ 9,308,266  
Restricted cash and cash equivalents 334,318   347,169  
Customer custodial funds 5,347,428   6,158,949  
Crypto assets held for operations 120,831   82,781  
Loan receivables 1,354,692   644,165  
Crypto assets held as collateral 822,827   767,484  
Crypto assets borrowed 318,849   261,052  
Accounts receivable, net 307,119   265,251  
Marketable investments 309,765   —  
Other current assets 187,164   277,536  
Total current assets 20,388,445   18,112,653  
Crypto assets held for investment 1,998,871   1,552,995  
Strategic investments 622,985   374,161  

Deferred tax assets 570,819   941,298  
Software and equipment, net 264,573   200,080  
Goodwill 4,168,967   1,139,670  
Intangible assets, net 1,397,794   46,804  
Other non-current assets 259,378   174,290  
Total assets $ 29,671,832   $ 22,541,951  
Liabilities and Shareholders’ Equity
Current liabilities:
Customer custodial fund liabilities $ 5,347,428   $ 6,158,949  
Accounts payable 117,605   63,316  
Current portion of long-term debt 1,269,585   —  
Short-term borrowings 452,105   374,268  

Obligation to return collateral 826,883   792,125  
Accrued expenses and other current liabilities 687,676   552,662  
Total current liabilities 8,701,282   7,941,320  

Long-term debt 5,937,034   4,234,081  
Other non-current liabilities 240,458   89,708  
Total liabilities 14,878,774   12,265,109  

Commitments and contingencies (Note 21)

Shareholders’ equity:
Preferred stock, $ 0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of December 31, 2025 and December 31, 2024
—   —  
Class A and B common stock, $ 0.00001 par value; 10,500,000 (Class A 10,000,000 , Class B 500,000 ) shares authorized at December 31, 2025 and December 31, 2024; 267,836 (Class A 226,797 , Class B 41,039 ) shares issued and outstanding at December 31, 2025 and 253,640 (Class A 209,762 , Class B 43,878 ) shares issued and outstanding at December 31, 2024
3   2  
Additional paid-in capital 8,566,854   5,365,990  
Accumulated other comprehensive income (loss) 4,973   ( 50,051 )
Retained earnings 6,221,228   4,960,901  
Total shareholders’ equity 14,793,058   10,276,842  
Total liabilities and shareholders’ equity $ 29,671,832   $ 22,541,951  
                                                    

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Coinbase Global, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)

Year Ended December 31,
2025 2024 2023
Revenue:
Net revenue $ 6,883,438   $ 6,293,246   $ 2,926,540  
Other revenue 297,887   270,782   181,843  
Total revenue 7,181,325   6,564,028   3,108,383  
Operating expenses:
Transaction expense 1,020,230   897,707   420,705  
Technology and development 1,670,605   1,468,252   1,324,541  
Sales and marketing 1,058,577   654,444   332,312  
General and administrative 1,619,642   1,300,257   1,074,308  
Losses (gains) on crypto assets held for operations, net 20,704   ( 71,725 ) —  
Crypto asset impairment, net —   —   ( 34,675 )
Restructuring —   —   142,594  
Other operating expense, net 356,126   7,933   10,260  
Total operating expenses 5,745,884   4,256,868   3,270,045  
Operating income (loss) 1,435,441   2,307,160   ( 161,662 )
Interest expense 85,413   80,645   82,766  
Losses (gains) on crypto assets held for investment, net 528,857   ( 687,055 ) —  
Other income, net ( 700,894 ) ( 29,074 ) ( 167,583 )
Income (loss) before income taxes 1,522,065   2,942,644   ( 76,845 )
Provision for (benefit from) income taxes 261,738   363,578   ( 171,716 )
Net income $ 1,260,327   $ 2,579,066   $ 94,871  
Net income attributable to common shareholders:
Basic $ 1,260,327   $ 2,577,755   $ 94,752  
Diluted $ 1,277,314   $ 2,591,248   $ 94,751  
Net income per share:
Basic $ 4.85   $ 10.42   $ 0.40  
Diluted $ 4.45   $ 9.48   $ 0.37  
Weighted-average shares of common stock used to compute net income per share:
Basic 260,088   247,374   235,796  
Diluted 287,209   273,377   254,391  

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Coinbase Global, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)

Year Ended December 31,
2025 2024 2023
Net income $ 1,260,327   $ 2,579,066   $ 94,871  
Other comprehensive income (loss):
Translation adjustment 54,486   ( 19,653 ) 9,077  
Income tax effect 538   ( 128 ) ( 741 )
Translation adjustment, net of tax 55,024   ( 19,781 ) 8,336  
Comprehensive income $ 1,315,351   $ 2,559,285   $ 103,207  

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Coinbase Global, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(In thousands)

Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings
Common Stock
Shares Amount Total
Balance at January 1, 2023 230,866   $ 2   $ 3,767,686   $ ( 38,606 ) $ 1,725,475   $ 5,454,557  
Issuance of equity instruments as consideration for business combination 961   —  11,302   —  —  11,302  
Common stock issued to settle contingent consideration 28   —  2,291   —  —  2,291  
Common stock issued in connection with equity awards, net of stock options repurchases 13,966   —  69,763   —  —  69,763  
Common stock withheld for net share settlement of equity awards ( 3,773 ) —  ( 277,798 ) —  —  ( 277,798 )
Stock-based compensation (inclusive of capitalized stock-based compensation and restructuring) —  —  918,327   —  —  918,327  
Other comprehensive income —  —  —  8,336   —  8,336  
Net income —  —  —  —  94,871   94,871  
Balance at December 31, 2023 242,048   $ 2   $ 4,491,571   $ ( 30,270 ) $ 1,820,346   $ 6,281,649  

Cumulative-effect adjustment upon adoption of Accounting Standards Update ("ASU") 2023-08, net of tax —  —  —  —  561,489   561,489  
Common stock issued in connection with equity awards, net of stock options repurchases 12,292   —  145,330   —  —  145,330  
Common stock withheld for net share settlement of equity awards ( 662 ) —  ( 117,225 ) —  —  ( 117,225 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  960,906   —  —  960,906  
Purchases of capped calls —  —  ( 104,110 ) —  —  ( 104,110 )
Other ( 38 ) —  ( 10,482 ) —  —  ( 10,482 )
Other comprehensive loss —  —  —  ( 19,781 ) —  ( 19,781 )
Net income —  —  —  —  2,579,066   2,579,066  
Balance at December 31, 2024
253,640   $ 2   $ 5,365,990   $ ( 50,051 ) $ 4,960,901   $ 10,276,842  
Common stock issued as consideration for business combination 11,639   1   3,677,634   —  —  3,677,635  
Common stock issued in connection with equity awards 7,088   —  110,629   —  —  110,629  
Common stock repurchased ( 3,039 ) —  ( 850,178 ) —  —  ( 850,178 )
Common stock withheld for net share settlement of equity awards ( 1,492 ) —  ( 402,791 ) —  —  ( 402,791 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  889,820   —  —  889,820  
Purchases of capped calls —  —  ( 224,250 ) —  —  ( 224,250 )
Other comprehensive income —  —  —  55,024   —  55,024  
Net income —  —  —  —  1,260,327   1,260,327  
Balance at December 31, 2025 267,836   $ 3   $ 8,566,854   $ 4,973   $ 6,221,228   $ 14,793,058  

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Coinbase Global, Inc.
Consolidated Statements of Cash Flows
(In thousands)

Year Ended December 31,
2025 2024 2023
Cash flows from operating activities
Net income $ 1,260,327   $ 2,579,066   $ 94,871  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 188,428   127,518   139,642  
Stock-based compensation expense 839,440   912,838   780,668  
Deferred income taxes 238,308   151,315   ( 216,334 )
Losses (gains) on crypto assets held for operations, net 20,704   ( 71,725 ) — 
Losses (gains) on crypto assets held for investment, net 528,857   ( 687,055 ) — 

(Gains) losses on investments, net ( 680,520 ) 11,553   ( 24,368 )

Gains on extinguishment of long-term debt, net —   —   ( 117,383 )

Gains on crypto assets held, net (pre ASU 2023-08) —  —  ( 117,650 )
Crypto asset impairment expense (pre ASU 2023-08) —  —  96,783  
Crypto assets received as revenue (pre ASU 2023-08) —  —  ( 460,878 )
Crypto asset payments for expenses (pre ASU 2023-08) —  —  298,255  
Other operating activities, net 62,246   11,336   151,118  
Changes in operating assets and liabilities :

Accounts receivable, net ( 1,983 ) ( 100,568 ) 84,021  
Customer custodial funds in transit 57,152   46,829   ( 115,391 )
Income taxes, net ( 147,449 ) 77,099   8,547  
Other current and non-current assets ( 47,228 ) 48,564   28,033  
Other current and non-current liabilities 108,101   ( 2,835 ) 43,442  
Net cash provided by operating activities 2,426,383   3,103,935   673,376  
Cash flows from investing activities

Loans originated ( 12,453,223 ) ( 7,364,193 ) ( 923,336 )
Proceeds from repayment of loans 11,664,530   7,189,488   647,448  
Assets pledged as collateral ( 16,009 ) ( 100,929 ) ( 159,835 )
Return of assets pledged as collateral 16,188   147,096   196,028  
Business combinations, net of cash and cash equivalents acquired ( 742,038 ) —   ( 30,730 )
Purchases of crypto assets held for investment ( 787,821 ) ( 35,182 ) — 
Dispositions of crypto assets held for investment 266,546   91,925   — 

Purchase of investments ( 377,426 ) ( 59,915 ) ( 18,835 )
Dispositions of investments 490,298   5,001   3,543  
Purchase of crypto assets held (pre ASU 2023-08) —  —  ( 279,868 )
Sale of crypto assets held (pre ASU 2023-08) —  —  466,299  
Other investing activities, net ( 110,595 ) ( 74,294 ) ( 106,890 )
Net cash used in investing activities ( 2,049,550 ) ( 201,003 ) ( 206,176 )
Cash flows from financing activities
Issuance of common stock upon exercise of stock options, net of repurchases 78,286   126,140   47,944  

Issuances of convertible senior notes, net 2,957,135   1,246,025   —  
Repurchase of common stock ( 790,195 ) —   —  
Repayment of long-term debt —   —   ( 303,533 )
Purchases of capped calls ( 224,250 ) ( 104,110 ) —  
Customer custodial fund liabilities ( 936,205 ) 1,638,087   ( 274,822 )
Customer collateral received 871,389   567,806   321,398  
Return of customer collateral ( 891,967 ) ( 544,228 ) ( 347,209 )
Taxes paid related to net share settlement of equity awards ( 402,791 ) ( 117,225 ) ( 277,798 )

Proceeds from short-term borrowings 626,428   122,566   31,640  
Repayments of short-term borrowings ( 580,664 ) ( 48,407 ) ( 52,122 )
Other financing activities, net 33,116   16,424   16,297  
Net cash provided by (used in) financing activities 740,282   2,903,078   ( 838,205 )
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents 1,117,115   5,806,010   ( 371,005 )
Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents 92,850   ( 48,367 ) 8,772  
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period
15,683,455   9,925,812   10,288,045  
Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 16,893,420   $ 15,683,455   $ 9,925,812  

The accompanying notes are an integral part of these Consolidated Financial Statements.
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Notes to Consolidated Financial Statements

1. NATURE OF OPERATIONS
Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”). On December 15, 2025, the Company effected a reincorporation from the State of Delaware to the State of Texas (the “Reincorporation”).
The Company provides a trusted platform that serves as a compliant on-ramp to the onchain economy and enables users to engage in a wide variety of activities with their crypto assets in both proprietary and third-party product experiences enabled by access to decentralized applications. The Company offers (i) consumers their primary financial account for the onchain economy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and preparation
The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements.
Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Consolidated Financial Statements and notes thereto.
Significant estimates and assumptions include the identification and valuation of assets acquired and liabilities assumed in business combinations; the valuation of goodwill and intangible assets, including impairments; the valuation of privately-held strategic investments, including impairments; the determination of the recognition, measurement, and valuation of current and deferred income taxes; the fair value of performance stock-based awards issued; the useful lives of long-lived assets; the impairment of long-lived assets; the fair value of derivatives and loss contingency identification and valuation, including assessing the likelihood of adverse outcomes from positions, claims, and disputes, recoveries of losses recorded, and associated timing.
Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between these estimates and actual results, the Consolidated Financial Statements will be affected. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities.
Certain prior period amounts in the Consolidated Financial Statements have been reclassified to conform to the current period’s presentation.

Change in accounting principle
Accounting for payment stablecoins
Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral. Payment stablecoins include USDC, EURC, and PYUSD. In prior periods, EURC and PYUSD balances were not material and were presented together with USDC; accordingly, references to “USDC” in prior
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Notes to Consolidated Financial Statements

period disclosures include these stablecoins. The Company previously accounted for payment stablecoins as financial instruments under Accounting Standards Codification (“ASC”) 310, Receivables, and applied the recognition and derecognition criteria under ASC 860, Transfers and Servicing, when transferring (or receiving) payment stablecoins.
The Company believes the reclassification of USDC to Cash and cash equivalents is preferable because it better reflects its economic substance and the manner in which it is utilized by the Company. USDC is readily convertible to known amounts of cash, allowing for near-instant, one-to-one redemption of USDC for U.S. dollars. Furthermore, the underlying reserves backing USDC, comprising cash in segregated accounts titled for benefit of USDC holders and a government money market fund that holds cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements, exhibit the risk and liquidity characteristics of cash equivalents as defined in ASC 230, Statement of Cash Flows.
The Company further believes the application of our accounting policies for crypto lending, borrowing, and collateral to USDC lending, borrowing, and collateral is preferable as it aligns the accounting with our other crypto collateralized arrangements and financing activities and better reflects the risks and transfer of economic benefits of the related transactions.
This change in accounting principle has been applied retrospectively to all periods presented, including in the Consolidated Balance Sheets and Statements of Cash Flows. This reclassification had no effect on previously reported total assets, total liabilities, equity, net income, or earnings per share for any period presented.
The following tables show the changes in presentation in the Consolidated Balance Sheets and Statements of Cash Flows upon the Company’s change in accounting principle (in thousands):
Consolidated Balance Sheets Extract

December 31, 2024
Previously Reported
Adjustment
As Adjusted

Cash and cash equivalents $ 8,543,903   $ 764,363   $ 9,308,266  
Restricted cash and cash equivalents 38,519   308,650   347,169  
USDC 1,241,808   ( 1,241,808 ) —  
Loan receivables 475,370   168,795   644,165  
Net adjustment $ —  

Consolidated Statements of Cash Flows Extracts

Year Ended December 31, 2024
Previously Reported
Adjustment
As Adjusted

Changes in operating assets and liabilities $ ( 478,002 ) $ 547,091   $ 69,089  
Loans originated ( 1,700,055 ) ( 5,664,138 ) ( 7,364,193 )
Proceeds from repayment of loans 1,488,500   5,700,988   7,189,488  
Assets pledged as collateral ( 2,895 ) ( 98,034 ) ( 100,929 )
Return of assets pledged as collateral 1,191   145,905   147,096  
Purchase of investments ( 41,333 ) ( 18,582 ) ( 59,915 )
Dispositions of investments 4,914   87   5,001  
Purchases of crypto assets held for investment ( 12,451 ) ( 22,731 ) ( 35,182 )
Dispositions of crypto assets held for investment 54,039   37,886   91,925  

Proceeds from short-term borrowings —   122,566   122,566  
Repayments of short-term borrowings —   ( 48,407 ) ( 48,407 )

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Notes to Consolidated Financial Statements

Year Ended December 31, 2023
Previously Reported Adjustment As Adjusted
Gains on crypto assets held, net (pre ASU 2023-08) $ ( 145,594 ) $ 27,944   $ ( 117,650 )

Changes in operating assets and liabilities 326,206   ( 277,554 ) 48,652  
Loans originated ( 586,691 ) ( 336,645 ) ( 923,336 )
Proceeds from repayment of loans 513,698   133,750   647,448  
Assets pledged as collateral ( 27,899 ) ( 131,936 ) ( 159,835 )
Return of assets pledged as collateral 68,338   127,690   196,028  
Purchase of investments ( 11,822 ) ( 7,013 ) ( 18,835 )
Dispositions of investments 3,430   113   3,543  
Purchase of crypto assets held (pre ASU 2023-08) ( 277,367 ) ( 2,501 ) ( 279,868 )
Sale of crypto assets held (pre ASU 2023-08) 461,325   4,974   466,299  

Customer collateral received 66,014   255,384   321,398  
Return of customer collateral ( 64,952 ) ( 282,257 ) ( 347,209 )

Recent accounting pronouncements
Recently adopted accounting pronouncements
Disaggregation of income statement expenses
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income , to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company early adopted ASU 2024-03 on December 31, 2025 on a retrospective basis. See Note 17. Other Consolidated Statements of Operations Details for the disaggregation of relevant expense captions.
Accounting pronouncements pending adoption
On September 18, 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software, to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is required to be adopted for fiscal years commencing after December 15, 2027, with early adoption permitted. ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption, based on the status of the project and whether software costs were capitalized before the date of adoption. The Company anticipates using a prospective transition approach and is evaluating the impact of adopting the standard on the Consolidated Financial Statements.

Segment reporting
The Company reports its segment information to reflect the manner in which the CODM reviews and assesses performance. The Company’s Chief Executive Officer and President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole.
The primary financial measures used by the CODM to evaluate performance and allocate resources are net income and operating income (loss). The CODM uses net income and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on Net income and Operating income (loss) is disclosed
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Notes to Consolidated Financial Statements

in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.
The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

Revenue recognition
Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which the Company expects to be entitled.
Transaction revenue
Consumer and institutional revenue
The Company earns transaction fees primarily from providing crypto asset matching services and executing trades on the Company’s derivative exchanges. The Company considers the matching of buyers and sellers to buy, sell or convert crypto assets or the execution of a derivative trade to be a single performance obligation. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed or the trade is executed. Contracts with customers are defined at the transaction level as they are open-ended and may be terminated by either party without penalty.
The transaction price, determined at the transaction level, is calculated based on volume and varies depending on payment type, transaction value, and the Company’s published fee disclosures. Transaction fees may be variable based on tiered discounts driven by trading volume in a prior historical period. Volume-based tiered discounts are not considered material rights as they correspond to the standalone selling prices typically offered to the respective customer class. Transaction fees are reduced by any transaction-specific rebates provided to the customer. In instances where transaction fees are collected in crypto assets, revenue is measured based on the fair value of the crypto assets received at the time of the transaction.
Transaction revenue is recognized net of an allowance for estimated transaction fee reversals (such as credit card chargebacks or bank disputes). These estimates are determined using the most likely amount method, relying on historical experience and judgment regarding the probability of significant reversals. These estimates of variable consideration are reassessed each reporting period. While the reversal of the transaction fee is recorded as a reduction of net revenue, any loss of the underlying crypto asset resulting from the reversal is included in Transaction expense.
The Company applies judgment to determine whether it is the principal or the agent in transactions. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset or derivative instrument before it is transferred to the customer (gross) or whether it acts as an agent by matching buyers and sellers of crypto assets or executing trades between customers (net). The Company does not control the crypto asset or derivative instrument provided before it is transferred to the buyer, does not have inventory risk, and is not responsible for fulfillment. The Company also does not set the price for the crypto asset or derivative instrument as the price is a market rate established by users of the platform. As a result, the Company has determined that it acts as an agent in transactions between customers.
Other transaction revenue
Other transaction revenue primarily comprises Base sequencer revenue and fees the Company charges customers at the transaction level to process deposits to, and withdrawals from, the Company’s platform. Generally, Other transaction revenue consists of a single performance obligation and is recognized at the time that a transaction is executed. Base sequencer revenue is denominated in crypto
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Coinbase Global, Inc.
Notes to Consolidated Financial Statements

assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction.
Subscription and services revenue
Stablecoin revenue
The Company earns revenue through an arrangement, as updated in August 2023 and further updated in November 2024, with Circle Internet Financial, LLC (“Circle”). The Company’s revenue from this arrangement is determined based on the daily income generated from the reserves backing USDC, which is dependent on the total USDC market capitalization, defined as the total amount of USDC in circulatio n , less the management fees charged by non-affiliated third parties managing such reserves and certain other expenses (the “Payment Base”). From the Payment Base, (i) Circle retains a portion in consideration of its role as issuer of USDC, (ii) the Company and Circle earn an amount based on the share of USDC held on their respective platforms, (iii) other approved participants in the USDC ecosystem earn an amount based on terms agreed between the approved participant, Circle, and the Company, and (iv) the Company receives 50% of the remaining Payment Base. The arrangement is not within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”) as Circle is not a customer of the Company. Revenue is accrued on a monthly basis as it becomes realizable.
Blockchain rewards
Blockchain rewards primarily comprises staking revenue, in which the Company participates in networks with proof-of-stake consensus algorithms through creating or validating blocks on the network using the staking validators that it controls. Blockchain protocols, or the participants that form the protocol networks, reward users for performing various activities on the blockchain. The Company considers itself the principal in transactions with the blockchain networks, and therefore presents such blockchain rewards earned on a gross basis. In exchange for participating in the consensus mechanism of these networks, the Company recognizes revenue in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number of tokens received and the fair value of the token at contract inception.
Interest and finance fee income
The Company holds customer custodial funds at certain third-party depository institutions and asset managers, which earn interest. Interest income earned from customer custodial funds is calculated using the interest method and is not within the scope of ASC 606. Financing interest income on fiat and payment stablecoin loan receivables is accrued using the interest method over the term of the loan, and is not within the scope of ASC 606. Financing fees earned on crypto asset loan receivables are denominated in crypto assets and are recognized on an accrual basis over the over term of the loan. The amount earned depends on the total loans issued and the contractual rates.
Other subscription and services revenue
Other subscription and services revenue primarily comprises revenue from: Coinbase One; developer product revenue, including items such as delegation, participation and infrastructure services; custodial fees for a dedicated cold storage solution provided to customers through Prime Custody; and revenue from other subscription licenses. Generally, revenue from other subscription and services contains one performance obligation, may have variable and non-cash consideration, and is recognized at a point in time or over the period that services are provided.
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Notes to Consolidated Financial Statements

Other revenue
Corporate interest and other income
Corporate interest and other income primarily comprises interest income earned on corporate cash and cash equivalents, calculated using the interest method and reported within Other revenue in the Consolidated Statements of Operations.

Collateralized arrangements and financing
Lending and related collateral
The Company lends fiat, payment stablecoins, crypto assets borrowed, and crypto assets held for investment to eligible institutional customers. Institutional financing loans may have open ended or fixed terms that are less than one year, with the exception of trade finance arrangements. These arrangements are typically settled in one to three days.
Loan receivables are recorded in Loan receivables in the Consolidated Balance Sheets. Fiat and payment stablecoin loan receivables are measured at amortized cost, which approximates fair value given their short-term nature (generally less than 12 months) and fully collateralized structure. Crypto asset loan receivables are measured at the fair value of the underlying crypto asset loaned, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. Accrued interest is recorded separately within Accounts receivable, net in the Consolidated Balance Sheets. Fee income is recorded in Interest and finance fee income within Net revenue in the Consolidated Statements of Operations.
Institutional financing loans are fully collateralized by a customer’s pledged fiat, payment stablecoins, or crypto assets, as applicable. The Company adheres to strict internal risk management and liquidation protocols for loan counterparty defaults, including restricting trading and withdrawals and liquidating assets in borrowers’ accounts as contractually permitted. The Company continuously and systematically monitors the fair value of the related collateral assets pledged compared to the fair value of the related loan receivable, and if the value of the borrower’s eligible collateral falls below the required collateral requirement, the customer is obligated to deposit additional collateral up to the required collateral level. Accordingly, the Company applies the collateral maintenance provision practical expedient to determine if an allowance for doubtful accounts is required on loan receivables. The Company’s credit exposure is significantly limited and no allowance, write-offs, or recoveries have been recorded against loan receivables for the periods presented due to the collateral requirements the Company applies to such loans, the Company’s process for collateral maintenance, and collateral held on the Company’s platform. The Company would recognize credit losses on these loans if there is a collateral shortfall and it is not reasonably expected that the borrower will replenish such a shortfall. Due to the nature of the collateral the Company requires to be pledged, the Company is readily able to liquidate in the case of the borrower’s default.
The Company recognizes collateral it receives, with an associated obligation to return collateral, when it obtains control of the collateral. The Company does not reuse or rehypothecate customer payment stablecoins or crypto assets nor grant security interests in such assets, in each case unless required by law or expressly agreed to by the customer.
Crypto assets held as collateral are initially recorded at cost and are subsequently remeasured at fair value with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets held as collateral includes collateral within the Company’s control and may exceed the required contractual amounts. Crypto assets held as collateral are derecognized from the Consolidated Balance Sheets when the collateral is returned to the borrower or when the collateral is sold or rehypothecated. Gains and losses at the time of derecognition are determined on a weighted average cost basis.
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Notes to Consolidated Financial Statements