10-K – 2026-02-12 – coin-20251231.htm

Obligation to return collateral in the form of crypto assets is accounted for as a hybrid instrument, with a liability host contract that contains an embedded derivative based on the changes in fair value of the underlying crypto asset. The gain or loss on remeasurement of the Obligation to return collateral is recorded in Transaction expense.
See Note 23. Supplemental Disclosures of Cash Flow Information for details on flows of non-cash collateral, including crypto assets.
Borrowings and related collateral
To facilitate institutional financing loans, the Company may borrow fiat, payment stablecoins and crypto assets from third parties.
Payment stablecoins borrowed by the Company that have not been subsequently sold or rehypothecated are recognized within Cash and cash equivalents with a corresponding liability in Short-term borrowings in the Consolidated Balance Sheets.
Crypto assets borrowed by the Company are recorded in Crypto assets borrowed, and the associated liabilities are recorded in Short-term borrowings in the Consolidated Balance Sheets.
Crypto assets borrowed are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, 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 borrowed are derecognized from the Consolidated Balance Sheets when they are used to originate loans with customers, in which case they are recorded as Loan receivables in the Consolidated Balance Sheets, or when they are repaid to third parties. Gains and losses at the time of derecognition are determined using the specific identification method.
Crypto asset borrowings are accounted for as hybrid instruments. The liability host contract is not accounted for as a debt instrument because it is not a financial liability and is carried at the initial fair value of the assets acquired. The embedded derivative relates to the changes in the fair value of the underlying crypto asset and is subsequently measured at fair value, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations.
The term of these crypto asset borrowings either can be for a fixed term of less than one year or open-ended and repayable at the option of the Company or the lender. These borrowings bear a fee payable by the Company to the lender, which is based on a percentage of the amount borrowed. Fee expenses for crypto asset borrowings are accrued and expensed over the term of the loan and are included in Transaction expense in the Consolidated Statements of Operations.
Under the terms of the Company’s payment stablecoin and crypto asset borrowing arrangements, the Company may be required to maintain a collateral to borrowing ratio and pledge fiat, payment stablecoins, or crypto assets as collateral. The lender is not obligated to return collateral equal to the fair value of the borrowings if the Company defaults on its borrowings. As of December 31, 2025, the Company has not defaulted on any of its borrowings.
The Company’s accounting for pledged collateral is determined by whether control is retained or surrendered. The Company derecognizes collateral it pledges when it loses control of the collateral, resulting in the recognition of the related collateral receivable within Other current assets in the Consolidated Balance Sheets. When the Company retains control of the collateral, fiat and payment stablecoins pledged as collateral are reclassified to Restricted cash and cash equivalents and where crypto assets are pledged, the collateral remains recorded within Crypto assets borrowed or Crypto assets held for investment, each within the Consolidated Balance Sheets.
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Notes to Consolidated Financial Statements

Customer derivatives and margin
The Company executes trade matching and other trading activities of derivative contracts between customers on its platform. These transactions are subject to margin requirements with customers to help the Company mitigate its exposure to credit risk from a customer’s failure to fulfill its obligations in a trade.
Crypto assets and payment stablecoins pledged by customers to meet margin requirements are not recognized in the Consolidated Balance Sheets unless the customer expressly agrees to transfer control to the Company, in which case they are recognized on the same basis as discussed in the Lending and related collateral section above. Fiat pledged by customers to meet margin requirements is recognized in Customer custodial funds with an offsetting liability in Customer custodial fund liabilities in the Consolidated Balance Sheets.

Cash and cash equivalents
Cash and cash equivalents comprise cash that is not restricted as to withdrawal or use, payment stablecoins, and interest-bearing highly liquid investments, such as money market funds with an initial maturity of three months or less, held in accounts at financial institutions or venues. Financial institutions include asset managers, while venues include payment processors, clearing brokers, and other financial services providers.
Payment stablecoins
Payment stablecoins, which include USDC, EURC, and PYUSD, are redeemable on a one-to-one basis for cash and cash equivalents and are classified as Cash and cash equivalents in the Consolidated Balance Sheets. As of December 31, 2025 and 2024, the reserves backing these payment stablecoins were held by the issuer in cash and cash equivalents in segregated accounts titled for the benefit of payment stablecoins holders.
Funds held at financial institutions
Cash and cash equivalents, excluding payment stablecoins which are held on our platform, are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.
Funds held at venues
The Company holds cash at venues, and performs a regular assessment of these venues as part of its risk management process. As of December 31, 2025 and 2024, the Company held $ 110.8  million and $ 88.2  million, respectively, in cash at venues.

Restricted cash and cash equivalents
The Company has restricted cash deposits and interest-bearing highly liquid investments held at financial institutions related to operational reserves. Restricted cash and cash equivalents also includes payment stablecoins pledged as collateral where the Company retains control of the payment stablecoins. These payment stablecoins are contractually restricted and not available for general corporate use until the related borrowings are repaid.

Crypto assets held for operations
The Company may receive crypto assets as a form of payment for transaction revenue, blockchain rewards, and other subscriptions and services revenue, which are recorded in Crypto assets held for operations in the Consolidated Balance Sheets when received. Crypto assets received as a form of
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Notes to Consolidated Financial Statements

payment are converted to cash or used to fulfill expenses, primarily blockchain rewards fees, nearly immediately. Therefore, the associated risk of exposure of these assets to crypto asset price fluctuations, even during periods of significant volatility, has been immaterial. Crypto assets held for operations are initially recorded at the transaction price of the crypto assets at initial recognition and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Losses (gains) on crypto assets held for operations, net in the Consolidated Statements of Operations. Realized gains and losses on disposition are recognized on a first-in-first-out basis. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Gains and losses are influenced by the volume and mix of crypto assets received and used, and the timing of the turnover of these crypto assets. Cash flows from crypto assets held for operations are recorded as Changes in operating assets and liabilities in the Consolidated Statements of Cash Flows.

Accounts receivable and allowance for doubtful accounts
Accounts receivable are contractual rights to receive cash or crypto assets and consist of stablecoin revenue receivable, customer accounts receivable, and other receivables.
Stablecoin revenue receivable represents the Company’s portion of income earned and receivable on payment stablecoin reserves through its arrangements with the issuers of these stablecoins.
Customer accounts receivable primarily comprises receivables from custodial fee revenue and other transaction fee and subscription and services revenue.
Receivables are recorded at the transaction price when the Company’s performance obligations are satisfied, either at a point in time or over time (typically monthly). Accounts receivable denominated in crypto assets represent rights to receive a fixed amount of crypto assets at the time of invoicing and are initially and subsequently measured at the fair value of the underlying crypto assets to be received, with changes in the fair value recorded in Other operating expense, net in the Consolidated Statements of Operations.
The Company recognizes an allowance for doubtful accounts for accounts receivable based on expected credit losses. In determining expected credit losses, the Company considers historical loss experience and the aging of its accounts receivable balances.

Crypto assets held for investment
Crypto assets held for investment are primarily held long term. The Company does not engage in regular trading of these assets but may lend them or stake them. When crypto assets that were loaned are returned, they continue to be held for investment. See Note 5. Collateralized Arrangements and Financing for details on institutional financing activities.
Crypto assets held for investment are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Losses (gains) on crypto assets held for investment, net in the Consolidated Statements of Operations. Realized gains and losses on disposition are recognized on a specific identification basis. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement.
Crypto assets held for investment that are loaned are derecognized and related crypto asset loan receivables are recognized for the period that the loan is outstanding. See discussion of accounting for crypto asset loan receivables under —Lending and related collateral above.
Crypto assets held for investment that are staked remain recorded within Crypto assets held for investment in the Consolidated Balance Sheets. Staking rewards earned by the Company through staking of these assets are recognized as an addition to Crypto assets held for investment and in Other income, net in the Consolidated Statements of Operations in the period received.
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Notes to Consolidated Financial Statements

Software and equipment, net
Software and equipment, net is stated at cost less associated accumulated depreciation and amortization, and consists mainly of capitalized internally developed software. Depreciation and amortization is computed using the straight-line method over the lesser of the estimated useful life of the asset or the remaining lease term, as applicable. The estimated useful lives of capitalized internally developed software is three years . The remaining balance of software and equipment consists of furniture and fixtures, computer equipment, and leasehold improvements, for which the useful lives generally range from one to 10 years.

Capitalized software consists of costs incurred during the application development stage of internal-use software or implementation of a hosting arrangement that is a service contract. Capitalized costs consist of salaries and other compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts, and costs incurred for upgrades and enhancements to add functionality of the software. Other costs that do not meet the capitalization criteria are expensed as incurred.

Business combinations, goodwill, and acquired intangible assets
The Company accounts for business combinations using the acquisition method. Purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated acquisition-date fair values, with any excess consideration recognized as goodwill. T he results of acquired businesses are included in the Consolidated Financial Statements from the date of the acquisition. Acquisition-related costs are expensed as incurred in General and administrative expenses within the Consolidated Statements of Operations.
Estimates of fair value are subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, if new information is obtained about facts and circumstances that existed at the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations.
Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Goodwill is tested at the reporting unit level. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized for the amount of the excess, limited to the total amount of goodwill allocated to that reporting unit.
Acquired intangible assets with a definite useful life are amortized over their estimated useful lives on a straight-line basis. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Amortization of acquired developed technology is recorded under Technology and development expense and amortization of other acquired intangible assets is recorded under General and administrative expense in the Consolidated Statements of Operations.
The Company evaluates the recoverability of acquired intangible assets on an annual basis, or more frequently whenever circumstances indicate an intangible asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. If the future undiscounted cash flows do not exceed the carrying amount of the assets, an impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets.

Long-term debt and interest expense
Long-term debt is carried at amortized cost. The Company accounts for the 2026, 2029, 2030, and 2032 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a
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Notes to Consolidated Financial Statements

derivative under ASC 815, Derivatives and Hedging (“ASC 815”), and (2) these convertible notes were not issued at a substantial discount.
Coupon interest on the Company’s long-term debt comprises the majority of Interest expense in the Consolidated Statements of Operations. Debt discounts and debt issuance costs are also amortized to Interest expense in the Consolidated Statements of Operations using the effective interest method over the contractual term of the respective note.
Capped calls entered into in connection with the Company’s long-term debt meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to Additional paid-in capital within Total shareholders’ equity in the Consolidated Balance Sheets.
The Company recognizes gains and losses on extinguishment of long-term debt as the difference between the reacquisition price and the net carrying amount of the debt, and these gains and losses are recognized in current-period earnings in Other income, net in the Consolidated Statements of Operations.

Customer custodial funds and Customer custodial fund liabilities
Customer custodial funds represent restricted cash and cash equivalents maintained in segregated accounts of the Company at financial institutions and asset managers that are held for the exclusive benefit of customers and deposits in transit from payment processors and financial institutions. Customer custodial fund liabilities represent the obligation to return cash deposits held by customers in their fiat wallets and unsettled fiat deposits and withdrawals. Deposits in transit represent settlements from third-party payment processors and banks for customer transactions. Deposits in transit are typically received within five business days of the transaction date. The Company establishes withdrawal-based limits in order to mitigate potential losses by preventing customers from withdrawing the associated crypto asset to an external blockchain address until the deposit settles. In certain jurisdictions, deposits in transit qualify as eligible liquid assets to meet regulatory requirements to fulfill the Company’s direct obligations under customer custodial fund liabilities. In these cases, the Company restricts the use of these assets and classifies them as current based on their purpose and availability to fulfill the Company’s direct obligation under Customer custodial fund liabilities in the Consolidated Balance Sheets.
Certain jurisdictions where the Company operates require the Company to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law in these jurisdictions, equal to at least 100% of the aggregate amount of all applicable customer custodial fund liabilities. Depending on the jurisdiction, eligible liquid assets can include cash and cash equivalents, customer custodial funds, and in-transit customer receivables. As of December 31, 2025 and 2024, the Company’s eligible liquid assets were greater than the aggregate amount of Customer custodial fund liabilities.
Customer custodial funds are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

Leases
The Company determines if an arrangement is a lease at inception. The Company’s leases are primarily operating leases for corporate offices. Operating lease right-of-use (“ROU”) assets are included in Other non-current assets, and current and non-current lease liabilities are included in Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Consolidated Balance Sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. Operating lease ROU assets also include any lease payments made before commencement and exclude lease incentives. As the Company’s leases do not generally provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement to determine the present value of
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Notes to Consolidated Financial Statements

future payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.
Lease expense is recognized on a straight-line basis over the lease term. The Company has made the policy election to account for short-term leases by recognizing the lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and not recognizing these leases in the Consolidated Balance Sheets. The Company has real estate lease agreements with lease and non-lease components for which the Company has made the accounting policy election to account for these agreements as a single lease component.

Derivative contracts
The Company enters into arrangements that result in obtaining the right to receive or obligation to deliver a fixed amount of crypto assets in the future. These are hybrid instruments, consisting of a receivable or debt host contract that is initially measured at the fair value of the underlying crypto assets and is subsequently carried at amortized cost, and an embedded forward feature based on the changes in the fair value of the underlying crypto asset. The embedded forward is bifurcated from the host contract, and is subsequently measured at fair value.
These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors. Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in Transaction expense, Other operating expense, net, or Other income, net in the Consolidated Statements of Operations, depending on the nature of the derivative. Cash flows from derivative contracts are recognized as investing activities and adjustments to reconcile Net income to Net cash provided by operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative.

Investments
The Company holds marketable securities and strategic investments, which are recorded within Marketable investments and Strategic investments in the Consolidated Balance Sheets.
Marketable investments primarily include equity securities and are measured and recorded at fair value on a recurring basis. These investments are available for trading subject to any associated lock up.
The Company’s strategic investments primarily include equity investments in privately held companies without readily determinable fair values where the Company (1) holds less than 20% ownership in the entity and (2) does not exercise significant influence. These investments are recorded at cost and adjusted for: (i) observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or (ii) impairment.
Marketable and strategic investments activities are recorded in Other income, net in the Consolidated Statements of Operations.

Fair value measurements
The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
• Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
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• Level 2 : Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
• Level 3 : Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Transaction expense
Transaction expense includes certain costs incurred to operate the Company’s platform, process crypto asset trades, and perform wallet services, and are directly associated with generating revenue. Primary components include blockchain rewards distributed to customers for their participation in blockchain activities such as staking, account verification fees, fees paid to payment processors and other financial institutions for customer transaction activity, blockchain network fees, transaction rebates, and crypto asset losses from transaction reversals. Transaction expense also includes gains and losses from the fair value remeasurement of crypto asset borrowings, obligations to return crypto asset collateral, crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets. These items are offsetting by nature and generally net to an immaterial amount. Transaction-level costs are expensed as incurred, while fixed-fee costs are expensed over the contract term. The Company has elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise have been recognized is one year or less.

Sales and marketing
The Company defines its selling expenses in accordance with ASC 220 as Sales and marketing expenses as presented in the Consolidated Statements of Operations. These expenses primarily comprise employee-related expenses, marketing programs, USDC rewards, and customer acquisition expenses. Employee-related costs include employee cash, stock-based compensation, and other employee benefits. Marketing programs costs primarily represent third-party advertising expenses. Employee-related advertising costs are immaterial for all periods presented.

Stock-based compensation
Stock plans
The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”) the 2021 Employee Stock Purchase Plan (the “ESPP”), and two legacy plans: the Amended and Restated 2013 Stock Plan and the 2019 Equity Incentive Plan (collectively, the “Prior Plans”). Following the direct listing in 2021, all new equity awards are granted under the 2021 Plan and ESPP. Additionally, certain awards assumed in connection with acquisitions are governed by their respective original plans.
Evergreen provisions
The 2021 Plan and ESPP provide for automatic annual increases in the number of shares available for issuance on January 1 of each year for 10 years. The increases are equal to the lesser of 5 % (for the 2021 Plan) and 1 % (for the ESPP) of the total outstanding shares of common stock on the preceding December 31, or a lesser amount determined by the Board.
Awards and vesting
The Company primarily grants restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). The Company previously granted stock options under Prior Plans, which remain outstanding.
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Notes to Consolidated Financial Statements

RSUs generally vest over a service period ranging from one to four years . Performance RSUs (“PRSUs”) vest upon the achievement of specified financial or market-based thresholds. RSAs issued in acquisitions generally vest over three years and are subject to repurchase at par value upon forfeiture.
Stock options outstanding have a contractual term of 10 years. Options under Prior Plans generally vest over four years ( 25 % cliff followed by monthly vesting) and allow for a seven-year post-termination exercise window for certain employees. Outstanding options under the 2021 Plan generally vest quarterly over three years with a three-month post-termination exercise window. Outstanding options also include performance stock options granted to the Chief Executive Officer that vest upon the achievement of specific market conditions, subject to continued service.
Valuation and expense recognition
The Company accounts for stock-based compensation by measuring the fair value of awards at the grant date. For service-based awards, expense is recognized on a straight-line basis over the requisite service period. Forfeitures are recognized as they occur.
The fair value of RSUs is based on the closing market price of the Company’s Class A common stock on the grant date.
For stock options granted in prior periods, fair value was estimated using the Black-Scholes-Merton model. Key assumptions included the expected term (based on historical exercise behavior and contractual terms), historical volatility of the Company’s Class A common stock, risk-free rates based on U.S. Treasury yields, and a zero dividend yield.
Market-based awards, which are performance stock options and PRSUs, are valued using a Monte Carlo simulation. Expense is recognized using the accelerated attribution method and is not reversed if the market condition is not met, provided the requisite service is rendered.
PRSUs subject to financial performance conditions are valued based on the price of the Company’s Class A common stock on the grant date. Expense is recognized when achievement of the condition becomes probable, evaluated at each reporting date, with cumulative adjustments recorded in the period of change.

Income taxes
The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pre-tax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods.
The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are more likely than not of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense.
For U.S. federal tax purposes, crypto asset transactions are treated under the same tax principles as property transactions. The Company recognizes 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
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Notes to Consolidated Financial Statements

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.

Net income (loss) per share
The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Certain shares of the Company’s restricted stock granted as consideration in past acquisitions are deemed participating securities. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses.
Basic net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants, vesting of RSUs and restricted stock, conversion of the Company’s c onvertible notes, and settlement of contingent consideration.

Foreign currency transactions
The Company’s functional currency is the U.S. dollar. The Company has exposure to foreign currency translation gains and losses arising from the Company’s net investment in foreign subsidiaries. The revenues, expenses, and financial results of these foreign subsidiaries are recorded in their respective functional currencies. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in Accumulated other comprehensive income (loss) (“AOCI”) within the Consolidated Statements of Changes in Shareholders’ Equity. Cumulative translation adjustments are released from AOCI and recorded in the Consolidated Statements of Operations when the Company disposes or loses control of a consolidated subsidiary. Gains and losses resulting from remeasurement are recorded in Other income, net within the Consolidated Statements of Operations.
Realized gains and losses on changes in foreign currency exchange rates resulting from settlement of the Company’s foreign currency-denominated assets and liabilities and unrealized gains and losses resulting from remeasurement of transactions and monetary assets and liabilities denominated in non-functional currencies are recognized as a component of Other income, net in the Consolidated Statements of Operations.

3. ACQUISITIONS
Information on acquisitions completed during the periods presented is set forth below. The results of operations of all business combinations have been recorded in the Consolidated Financial Statements since the dates of acquisition.

Deribit
On August 14, 2025, the Company acquired the outstanding equity of Sentillia B.V. (“Deribit”), a crypto derivatives exchange. The Company believes this strategic acquisition will play a key role in its goal to be the premier global platform for crypto derivatives. Total consideration transferred in the
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Notes to Consolidated Financial Statements

acquisition, subject to customary post-closing adjustments, was $ 4.3 billion, consisting of the following (in thousands):

Cash $ 721,460  
Class A common stock of the Company (1)
3,573,092  
Total purchase consideration $ 4,294,552  

__________________
(1) Fair value, representing the closing market price of the Company’s Class A common stock on the acquisition date.

The aggregate purchase consideration includes $ 150.0 million in cash subject to an indemnity escrow that expires 15 months after the acquisition date.
In accordance with ASC 805, Business Combinations (“ASC 805”), the acquisition was accounted for as a business combination under the acquisition method. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, as follows (in thousands):

Goodwill $ 2,818,754  
Intangible assets 1,390,000  
Crypto assets held for investment 164,263  
Deferred tax assets and liabilities, net ( 132,527 )
Cash and cash equivalents and restricted cash
112,928  
Other assets and liabilities, net ( 58,866 )
Net assets acquired $ 4,294,552  

The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Deribit’s trading platform with the Company’s existing platform. The goodwill is expected to be deductible for U.S. tax purposes.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data):

Fair Value Useful Life at Acquisition (in years)
Customer relationships $ 1,059,000   15
Acquired developed technology 288,000   6

Trade name 43,000   8
Total identifiable intangible assets acquired $ 1,390,000   13

The customer relationships represent the fair value of projected cash flows derived from existing customers of Deribit and w e re valued using the multi-period excess earnings method. The present value of projected cash flows included significant judgment and assumptions regarding future revenues, attrition rates, and the discount rate.

Echo
On October 8, 2025, the Company acquired all of the outstanding equity interests of Gm Echo Ltd (“Echo”), an onchain capital raising platform. The Company believes this strategic acquisition will play a key role in its goal to create more accessible, efficient, and transparent capital markets.
In accordance with ASC 805, the acquisition was accounted for as a business combination under the acquisition method. The total purchase consideration transferred in the acquisition was $ 176.0  million, which included $ 68.0  million in cash and $ 108.0  million in Class A common stock of the Company. Net assets acquired were $ 23.7  million , and the excess purchase price of $ 152.3  million was recorded as
goodwill. The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Echo’s platform with the Company’s existing platform. The goodwill is expected to be deductible for U.S. tax purposes.

Other acquisitions
During 2025 and 2023, the Company completed other business combinations that were immaterial, both individually and in the aggregate. There were no business combinations in 2024.

4. REVENUE
The following table presents revenue disaggregated by type (in thousands):

Year Ended December 31,
2025 2024 2023
Net revenue
Transaction revenue

Consumer, net $ 3,322,835   $ 3,430,322   $ 1,334,018  

Institutional, net 479,667   345,598   90,164  
Other transaction revenue, net 252,888   210,193   95,472  
Total transaction revenue 4,055,390   3,986,113   1,519,654  
Subscription and services revenue
Stablecoin revenue (1)
1,348,821   910,464   694,247  
Blockchain rewards 677,405   705,757   330,885  

Interest and finance fee income (2)
247,047   265,799   186,685  
Other subscription and services revenue 554,775   425,113   195,069  
Total subscription and services revenue 2,828,048   2,307,133   1,406,886  
Total net revenue 6,883,438   6,293,246   2,926,540  
Other revenue

Corporate interest and other income (1)
297,887   270,782   181,843  
Total other revenue 297,887   270,782   181,843  
Total revenue $ 7,181,325   $ 6,564,028   $ 3,108,383  

__________________
(1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606.
(2) Amounts primarily represent revenue that is not accounted for as revenue from contracts with customers, as well as an immaterial amount of finance fee income that is accounted for as revenue from contracts with customers.
During the years ended December 31, 2025, 2024, and 2023, one counterparty accounted for 19 %, 14 %, and 22 %, respectively, of total revenue.
Revenue by geographic location
The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

Year Ended December 31,
2025 2024 2023
U.S. (1)
$ 6,010,607   $ 5,460,820   $ 2,725,620  
International (2)
1,170,718   1,103,208   382,763  
Total revenue $ 7,181,325   $ 6,564,028   $ 3,108,383  

__________________
(1) Nearly all revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606, is with counterparties in the U.S.
(2) No country accounted for more than 10% of Total revenue.

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Notes to Consolidated Financial Statements

5. COLLATERALIZED ARRANGEMENTS AND FINANCING
Lending and related collateral
The following table summarizes the Company’s institutional financing lending arrangements (in thousands):

December 31,
2025 2024
Fiat and payment stablecoin loan receivables $ 1,340,213   $ 551,546  
Crypto asset loan receivables 14,479   92,619  

Total loan receivables (1)
$ 1,354,692   $ 644,165  

__________________
(1) Includes an immaterial amount of fiat and crypto asset trade finance receivables as of December 31, 2025 and 2024.
As of December 31, 2025 and 2024, the Company had four and three counterparties, respectively, each of whom accounted for more than 10 % of the Company’s Loan receivables.
As of December 31, 2025 and 2024, the collateral requirements for all loans outstanding ranged from 100 % to 300 % of the fair value of the loan.
The following table summarizes assets the Company holds and has recognized as collateral with a corresponding obligation to return the collateral to the borrower (in thousands, except units):

December 31, 2025 December 31, 2024
Units Cost Basis Fair Value Units Cost Basis Fair Value
Fiat and payment stablecoins (1)
N/A N/A $ 4,056   N/A N/A $ 24,641  

Bitcoin 8,579   $ 818,787   756,447   6,918   $ 414,745   647,568  
Ethereum 22,327   69,736   66,380   33,130   98,787   111,445  
Other crypto assets (2)
— —   —   nm 8,065   8,471  
Crypto assets held as collateral
$ 888,523   822,827   $ 521,597   767,484  
Total recognized held as collateral
$ 826,883   $ 792,125  
__________________
nm - not meaningful
(1) Fiat and payment stablecoin collateral held are recognized within Cash and cash equivalents in the Consolidated Balance Sheets. Cost basis and units are not required disclosure and are therefore labeled N/A.
(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held as collateral.
The following table provides a reconciliation of Crypto assets held as collateral (in thousands):

Year Ended December 31,
2025 2024
Beginning balance $ 767,484   $ 354,008  
Collateral received 3,117,616   3,030,311  
Collateral returned ( 2,755,431 ) ( 2,759,660 )
Gains 1,338   175,480  
Losses ( 308,180 ) ( 32,655 )
Ending balance $ 822,827   $ 767,484  

No cumulative realized gains or losses occurred during the period presented as no Crypto assets held as collateral were sold or rehypothecated.
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The following table summarizes collateral pledged by customers in financing arrangements with the Company, which the Company has not recognized as collateral nor as an obligation to return the collateral (in thousands):

December 31,
2025 2024
Fiat and payment stablecoins $ 303,983   $ 109,982  
Crypto assets 1,559,458   178,619  
Total customer collateral not recognized as collateral
$ 1,863,441   $ 288,601  

Borrowings and related collateral
The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed (in thousands, except units):

December 31, 2025 December 31, 2024
Units Cost Basis Fair Value Units Cost Basis Fair Value
Bitcoin 1,920   $ 173,848   $ 167,989   1,923   $ 191,986   $ 179,480  
Ethereum 43,536   149,374   129,162   17,413   65,213   57,989  
Other crypto assets (1)
nm 27,145   21,698   nm 18,701   23,583  
Total borrowed $ 350,367   $ 318,849   $ 275,900   $ 261,052  

__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets borrowed.
The following table provides a reconciliation of Crypto assets borrowed (in thousands):

Year Ended December 31,
2025 2024
Beginning balance $ 261,052   $ 45,212  
Borrowing activity:
Borrowings 4,293,287   844,717  
Repayment of borrowings ( 4,239,621 ) ( 579,210 )
Lending activity:
Origination of loan receivables (1)
( 2,205,275 ) ( 1,346,485 )
Customer repayment of loan receivables (1)
2,226,076   1,322,636  
Gains 15,996   4,023  
Losses ( 32,666 ) ( 29,841 )
Ending balance $ 318,849   $ 261,052  
__________________
(1) Represents loans originated from borrowed assets. See Note 8. Crypto Assets Held for Investment for loans originated from assets held for investment.
No cumulative realized gains or losses occurred during the periods presented as no Crypto assets borrowed were sold.
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The following table summarizes the units, cost basis, and fair value of Short-term borrowings (in thousands, except units):

December 31, 2025 December 31, 2024
Units Cost Basis Fair Value Units Cost Basis Fair Value
Payment stablecoins N/A N/A $ 119,923   N/A N/A $ 74,158  

Bitcoin 2,035   $ 183,882   178,022   2,178   $ 213,096   203,370  
Ethereum 43,941   150,424   130,363   19,133   68,803   63,720  
Other crypto assets (1)
nm 29,399   23,797   nm 28,141   33,020  
Total crypto asset borrowings
$ 363,705   332,182   $ 310,040   300,110  
Total short-term borrowings
$ 452,105   $ 374,268  

__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total crypto asset borrowings.
As of December 31, 2025 and 2024, the weighted average annual fees on Short-term borrowings were 3.5 % and 2.7 %, respectively.
The fair value of the Company’s corporate assets pledged as collateral against Short-term borrowings are recorded in Restricted cash and cash equivalents and consisted of the following (in thousands):

December 31,
2025 2024
Payment stablecoins $ 236,308   $ 308,650  

6. CRYPTO ASSETS HELD FOR OPERATIONS
The following table summarizes Crypto assets held for operations (in thousands, except units):

December 31, 2025 December 31, 2024
Units Cost Basis Fair Value Units Cost Basis Fair Value
Bitcoin 487   $ 48,191   $ 43,282   57   $ 7,814   $ 5,473  
Ethereum 10,499   27,341   31,174   8,142   21,843   27,122  
Solana 52,933   7,698   6,624   69,280   14,526   13,245  
Other crypto assets (1)
nm 55,068   39,751   nm 51,871   36,941  
Total held for operations $ 138,298   $ 120,831   $ 96,054   $ 82,781  
__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for operations.
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7. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following (in thousands):

December 31,
2025 2024
Stablecoin revenue receivable $ 122,936   $ 85,983  
Customer accounts receivable 54,143   40,776  

Other accounts receivable 133,202   167,921  
Gross accounts receivable 310,281   294,680  
Less: allowance for doubtful accounts ( 3,162 ) ( 29,429 )
Total accounts receivable, net $ 307,119   $ 265,251  

As of December 31, 2025 and 2024, the Company had two and one counterparties, respectively, each of whom accounted for more than 10 % of the Company’s Accounts receivable, net.

8. CRYPTO ASSETS HELD FOR INVESTMENT
The following table summarizes Crypto assets held for investment (in thousands, except units):

December 31, 2025 December 31, 2024
Units Cost Basis Fair Value Units Cost Basis Fair Value

Bitcoin 15,389   $ 1,079,153   $ 1,346,452   6,885   $ 272,164   $ 642,738  
Ethereum 151,175   348,975   448,484   115,700   260,674   385,314  
Other crypto assets (1)
nm 323,226   203,935   nm 347,827   524,943  
Total held for investment $ 1,751,354   $ 1,998,871   $ 880,665   $ 1,552,995  
__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for investment.
The following table provides a reconciliation of Crypto assets held for investment (in thousands):

Year Ended December 31,
2025 2024
Beginning balance $ 1,552,995   $ 330,610  
Cumulative-effect adjustment upon adoption of ASU 2023-08 —  717,373  
Additions (1)
1,195,708   107,580  
Dispositions ( 265,373 ) ( 243,595 )

Lending activity:
Origination of loan receivables (2)
( 160,095 ) ( 213,232 )
Customer repayment of loan receivables (2)
204,493   167,204  
Gains (3)
168,641   799,804  
Losses (3)
( 697,498 ) ( 112,749 )
Ending balance $ 1,998,871   $ 1,552,995  
__________________
(1) Additions represent purchases of, and staking rewards earned on, Crypto assets held for investment.
(2) Represents loans originated from Crypto assets held for investment. See Note 5. Collateralized Arrangements and Financing for loans originated from borrowed assets.
(3) The Company measures gains and losses by each asset held. These amounts include cumulative realized gains of $ 75.2 million and $ 153.4 million, and unrealized losses of $ 604.0 million and gains of $ 533.7 million, during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company held $ 68.3  million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2026 and 2029 .
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Notes to Consolidated Financial Statements

9. SOFTWARE AND EQUIPMENT, NET
Software and equipment, net consisted of the following (in thousands):

December 31,
2025 2024
Capitalized internally developed software
$ 454,324   $ 361,760  
Other (1)
81,758   22,938  

Total software and equipment, gross
536,082   384,698  
Accumulated depreciation and amortization ( 271,509 ) ( 184,618 )
Total software and equipment, net
$ 264,573   $ 200,080  

_______________
(1) Includes leasehold improvements, construction in progress, furniture and fixtures, and computers and equipment.

Total additions to capitalized internally developed software were $ 138.3 million, $ 110.5 million, and $ 112.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Depreciation and amortization expense associated with software and equipment was $ 121.3 million, $ 100.5 million, and $ 70.0 million for the years ended December 31, 2025, 2024, and 2023, respectively, comprising primarily amortization of capitalized internally developed software. There were no material impairment charges associated with these assets during these years.

10. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table reflects the changes in the carrying amount of goodwill (in thousands):

Carrying Amount
Balance at January 1, 2025 $ 1,139,670  
Additions due to acquisitions 3,029,297  
Balance at December 31, 2025 $ 4,168,967  

There was no impairment recognized against goodwill at the beginning or end of the year presented, and no measurement period adjustments during the year presented.
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Intangible assets, net
Intangible assets, net, as disclosed in this footnote, exclude internally developed software and crypto assets, which are presented within Software and equipment, net and the various crypto assets held line items in the Consolidated Balance Sheets, respectively. Intangible assets, net and their associated weighted average remaining useful lives in years (“Life”) consisted of the following (in thousands, except years):

December 31, 2025 December 31, 2024
Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life
Amortizing assets
Customer relationships $ 1,072,800   $ ( 35,935 ) $ 1,036,865   14.6 $ 75,711   $ ( 65,989 ) $ 9,722   0.4
Acquired developed technology 335,411   ( 47,969 ) 287,442   5.4 30,700   ( 21,962 ) 8,738   1.6

Trade name and other 48,000   ( 2,513 ) 45,487   7.1 3,400   ( 3,306 ) 94   0.1

Indefinite-lived assets
Licenses and other 28,000   —  28,000   N/A 28,250   —  28,250   N/A

Total $ 1,484,211   $ ( 86,417 ) $ 1,397,794   $ 138,061   $ ( 91,257 ) $ 46,804  

The effects of amortization of Intangible assets, net on the Consolidated Statements of Operations was as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Technology and development $ 28,662   $ 10,414   $ 46,610  
Sales and marketing 29,252   —   —  
General and administrative 9,212   16,628   23,018  
Total amortization expense $ 67,126   $ 27,042   $ 69,628  

There were no material impairment charges associated with these assets during these periods. The Company estimates no significant residual value related to these amortizing intangible assets.
The expected future amortization expense for amortizing intangible assets as of December 31, 2025, was as follows (in thousands):

2026 $ 138,231  
2027 130,341  
2028 127,481  
2029 124,043  
2030 123,524  
Thereafter 726,174  
Total expected future amortization expense $ 1,369,794  

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11. LONG-TERM DEBT
The components of Long-term debt, including the current portion due June 1, 2026, were as follows (in thousands, except percentages):

Effective Interest Rate Principal Amount Unamortized Debt Discount and Issuance Costs
Net Carrying Amount Fair Value (1)

December 31, 2025
0.50 % 2026 Convertible Notes due June 1, 2026
0.98 % $ 1,273,013   $ ( 3,428 ) $ 1,269,585   $ 1,267,666  
3.38 % 2028 Senior Notes due October 1, 2028
3.57 % 1,000,000   ( 4,845 ) 995,155   953,750  
0.00 % 2029 Convertible Notes due October 1, 2029
0.35 % 1,500,000   ( 19,380 ) 1,480,620   1,392,600  
0.25 % 2030 Convertible Notes due April 1, 2030
0.55 % 1,265,000   ( 15,684 ) 1,249,316   1,294,222  
3.63 % 2031 Senior Notes due October 1, 2031
3.77 % 737,457   ( 5,273 ) 732,184   657,259  
0.00 % 2032 Convertible Notes due October 1, 2032
0.20 % 1,500,000   ( 20,241 ) 1,479,759   1,335,300  
Total $ 7,275,470   $ ( 68,851 ) $ 7,206,619   $ 6,900,797  

December 31, 2024
0.50 % 2026 Convertible Notes due June 1, 2026
0.98 % $ 1,273,013   $ ( 9,395 ) $ 1,263,618   $ 1,331,062  
3.38 % 2028 Senior Notes due October 1, 2028
3.57 % 1,000,000   ( 6,562 ) 993,438   901,250  
0.25 % 2030 Convertible Notes due April 1, 2030
0.55 % 1,265,000   ( 19,322 ) 1,245,678   1,353,044  
3.63 % 2031 Senior Notes due October 1, 2031
3.77 % 737,457   ( 6,110 ) 731,347   624,995  
Total $ 4,275,470   $ ( 41,389 ) $ 4,234,081   $ 4,210,351  
__________________
(1) Fair values are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs.

Convertible senior notes
2026 Convertible Notes
In May 2021, the Company issued an aggregate principal amount of $ 1.4  billion of 0.5 % convertible senior notes due in 2026 (the “2026 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2026 Convertible Notes are senior unsecured obligations of the Company maturing on June 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Convertible Notes bear interest at a rate of 0.5 % per year, payable semi-annually in arrears on June 1 and December 1.
The 2026 Convertible Notes are convertible at the option of the holders from and after December 1, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding June 1, 2026. The Company may satisfy conversions in cash, shares of the Company’s Class A common stock, or a combination, based on the applicable conversion rate. The initial conversion rate is 2.6994 shares of the Company’s Class A common stock per $1,000 principal amount of 2026 Convertible Notes (approximately $ 370.45 per share), subject to adjustment as set forth in the indenture governing the 2026 Convertible Notes. In the event of a make-whole fundamental change, the conversion rate will, in certain circumstances, be increased for a specified period of time. In the event of a fundamental change, holders may require the Company to repurchase their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes being repurchased, plus accrued and unpaid interest.
In 2023, the Company paid $ 126.4  million to repurchase $ 164.5  million of aggregate principal amount of the 2026 Convertible Notes with a carrying value of $ 162.4  million, net of immaterial unamortized issuance costs, original issue discount, and legal fees. The Company recorded a corresponding net gain
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on extinguishment of long-term debt during the year ended December 31, 2023 of $ 35.8  million in Other income, net within the Consolidated Statements of Operations.

2029 Convertible Notes
In August 2025, the Company issued an aggregate principal amount of $ 1.5 billion of 0 % convertible senior notes due 2029 (the “2029 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act. This issuance included the full exercise by the initial purchasers of their option to purchase an additional $ 200.0 million aggregate principal amount of the 2029 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2029 Indenture”).
The 2029 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2029, unless converted or repurchased earlier. The Company may pay special interest on the 2029 Convertible Notes under certain circumstances in accordance with the terms of the 2029 Indenture.
The 2029 Convertible Notes are not redeemable before maturity. Holders may convert the 2029 Convertible Notes at any time before the close of business on the business day immediately preceding July 2, 2029, only if specific price or event conditions are met or certain corporate events occur, or at any time from, and including, July 2, 2029, until the close of business on the second trading day immediately prior to the maturity date. The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.2005 shares per $1,000 (approximately $ 454.44 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2029 Convertible Notes. The Company classifies the 2029 Convertible Notes wholly as long-term debt, as the conversion features do not require separate accounting.

2030 Convertible Notes
In March 2024, the Company issued an aggregate principal amount of $ 1.3  billion of convertible senior notes due 2030 (the “2030 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The issuance included the full exercise by the initial purchasers of their option to purchase up to an additional $ 165  million aggregate principal amount of the 2030 Convertible Notes, pursuant to an indenture, dated March 18, 2024 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2030 Convertible Notes Indenture”). The 2030 Convertible Notes bear interest at a rate of 0.25 % per year, payable semi-annually in arrears on April 1 and October 1.
The 2030 Convertible Notes are senior unsecured obligations of the Company maturing on April 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds received of $ 1.2  billion, were net of a 1.5 % original issue discount and immaterial debt issuance costs.
Beginning with the third quarter of 2024, the 2030 Convertible Notes are convertible at the option of the holder if the last reported sale price per share of Class A common stock exceeds 130 % of the conversion price for each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The initial conversion rate is 2.9981 shares of the Company’s Class A common stock per $1,000 principal amount of notes (approximately $ 333.54 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2030 Convertible Notes. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the 2030 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2030 Convertible Notes Indenture), holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their 2030 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes being
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repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.
The Company accounts for the 2030 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging and (2) the 2030 Convertible Notes were not issued at a substantial premium.

2032 Convertible Notes
In August 2025, concurrently with the issuance of the 2029 Convertible Notes, the Company issued an aggregate principal amount of $ 1.5 billion of 0 % convertible senior notes due 2032 (the “2032 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act. The issuance included the full exercise by the initial purchasers of their option to purchase an additional $ 200.0 million aggregate principal amount of the 2032 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2032 Indenture”).
The 2032 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2032, unless converted, repurchased, or redeemed earlier. The Company may pay special interest on the 2032 Convertible Notes under certain circumstances in accordance with the terms of the 2032 Indenture.
Holders can convert the 2032 Convertible Notes at any time before the close of business on the business day immediately preceding July 1, 2032, only if specific price or trading conditions are met, certain corporate events occur, or if the notes are called for redemption. From and including July 1, 2032, holders may convert the 2032 Convertible Notes at any time until the close of business on the second trading day immediately prior to the maturity date. The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.5327 shares per $1,000 (approximately $ 394.84 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2032 Convertible Notes.
Subject to certain limitations, the Company may redeem the 2032 Convertible Notes on or after October 1, 2029, and on or before the 20th scheduled trading day immediately before the maturity date, if the price of the Company’s Class A common stock exceeds 130 % of the conversion price for a set period. The 2032 Convertible Notes are wholly classified as long-term debt, as the conversion features do not require separate accounting.

Supplemental indentures
In connection with the Company’s Reincorporation, on December 12, 2025, the Company and U.S. Bank Trust Company, National Association, as trustee, entered into first supplemental indentures to each the 2026 Convertible Notes indenture, 2029 Indenture, 2030 Convertible Notes indenture, and 2032 Indenture to reflect ministerial changes in connection with to the Reincorporation. The Reincorporation did not result in any adjustment to the respective conversion rates or trigger any repurchase rights of the holders.
Capped calls
On May 18, 2021, in connection with the pricing of the 2026 Convertible Notes, on March 13, 2024, in connection with the pricing of the 2030 Convertible Notes, and on March 14, 2024, in connection with the full exercise by the initial purchasers of their option to purchase additional 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Calls” and “2030 Capped Calls,” respectively, and “the Capped Calls,” collectively) with certain financial institutions (the “2026 Option Counterparties” and “2030 Option Counterparties,” respectively, and the “Option Counterparties” collectively) at a cost of $ 90.1  million and $ 104.1  million, respectively, in each case in exchange for the right to receive a predetermined amount of cash, shares of the Company’s Class A
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common stock, or a combination thereof, at the Company’s election. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock initially underlying each of the 2026 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”), as applicable. The Capped Calls allow the Company to hedge the economic effect of the conversion options embedded in the Convertible Notes and purchase shares of its own Class A common stock at a specified strike price. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Convertible Notes its Class A common stock price exceeds the conversion price of the Convertible Notes. The 2026 Capped Calls have an initial strike price of approximately $ 370.45 per share of Class A common stock (the “2026 Initial Strike Price”) and an initial cap price of approximately $ 478.00 per share of Class A common stock (the “2026 Initial Cap Price”). The 2030 Capped Calls have an initial strike price of approximately $ 333.54 per share of Class A common stock (the “2030 Initial Strike Price”) and an initial cap price of approximately $ 503.46 per share of Class A common stock (the “2030 Initial Cap Price”). Upon expiration of the agreements underlying the Capped Calls, the Capped Calls will be automatically exercised. If the closing market price of the Class A common stock is above the applicable initial cap price, the initial investments will be returned with a premium in either cash or shares at the Company’s election. If the closing market price of the Class A common stock is at or below the applicable initial strike price, the Company will receive the number of shares specified in the agreements.
Upon certain extraordinary events, nationalization, insolvency or delisting event, or additional disruption events, the Capped Calls are contractually structured to terminate. The Company has the contractual right to terminate the Capped Calls upon repurchase, redemption, or conversion (in the case of conversion, prior to December 1, 2025 or October 1, 2029, for the 2026 Capped Calls and 2030 Capped Calls, respectively) of the underlying Convertible Notes, in certain circumstances.
The Capped Calls also include early termination provisions based on beneficial ownership positions of the counterparties. That is, if at any time the counterparty’s holdings exceed 8% beneficial ownership of the Company (as defined under Section 13 of the Exchange Act) and the counterparty is unable, after commercially reasonable efforts, to effect a transfer or assignment of all or a portion of the transaction such that an excess ownership position no longer exists, the counterparty may early terminate a portion of the Capped Calls, in which case the Company can settle in cash or shares of its Class A common stock.
On August 5 and 6, 2025, the Company entered into privately negotiated capped call transactions with certain financial institutions relating to the 2029 Convertible Notes and 2032 Convertible Notes (the “Notes”), at a cost of $ 86.1 million and $ 138.1 million, respectively. These capped calls cover, subject to certain customary adjustments, the shares underlying the Notes and have initial strike prices of $ 454.44 (2029 Convertible Notes) and $ 394.84 (2032 Convertible Notes) per share, with an initial cap price of $ 595.98 per share. The capped calls allow the Company to hedge the economic effect of the conversion options embedded in the Notes and purchase shares of its own Class A common stock at a specified strike price, reducing dilution or offsetting excess cash payments if the stock price exceeds the strike price but does not exceed the cap price. The Capped Calls are separate transactions, and not part of the terms of any series of Notes. The agreements may be adjusted or terminated if extraordinary events like mergers, insolvency, or delisting occur, and are separate from the Notes, providing no rights to holders of the Notes.

Senior notes
In September 2021, the Company completed the issuance of an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”). The Senior Notes were issued within the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
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Notes to Consolidated Financial Statements

In August and September 2023, the Company paid $ 177.2  million to repurchase $ 262.5  million of aggregate principal amount of the 2031 Senior Notes with a carrying value of $ 259.9  million, net of immaterial unamortized issuance costs and legal fees. The Company recorded a corresponding net gain on extinguishment of long-term debt during the year of $ 81.6  million in Other income, net within the Consolidated Statements of Operations.
The Company issued the Senior Notes at par, with the proceeds net of immaterial debt issuance costs. Interest on the Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning in April 2022 at 3.375 % per annum for the 2028 Senior Notes and 3.625 % per annum for the 2031 Notes. The entire principal amount of the Senior Notes is due at the time of maturity, unless repurchased or redeemed at an earlier date. The Senior Notes were issued pursuant to an indenture, dated September 17, 2021, among the Company, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the “Senior Notes Indenture”).
The Senior Notes are redeemable at the Company’s discretion, in whole or in part, at any time. If redeemed prior to October 1, 2024 for the 2028 Senior Notes and October 1, 2026 for the 2031 Senior Notes, the redemption price is subject to a make-whole premium calculated by reference to then-current U.S. Treasury rates plus a fixed spread, plus any accrued and unpaid interest. If redeemed on or after those respective dates, the make-whole premium does not apply.
Upon the occurrence of a change of control triggering event (as defined in the Senior Notes Indenture), the Company must offer to repurchase each series of the Senior Notes at a repurchase price equal to 101 % of the principal amount of the Senior Notes to be repurchased, plus any accrued and unpaid interest, to, but excluding, the applicable repurchase date.
The Senior Notes are guaranteed by one of the Company’s domestic subsidiaries, Coinbase, Inc. (the “Guarantor”).
The Senior Notes Indenture contains customary covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt and liens. The Company is not aware of any instances of non-compliance with the covenants as of December 31, 2025.

12. DERIVATIVES
During the periods presented, the Company’s derivatives were primarily embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and none were designated as hedging instruments.
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Impact of derivatives on the Consolidated Balance Sheets
The following table summarizes information on derivative instruments by their location in the Consolidated Balance Sheets, with amounts representing the portions of the respective line items denominated in crypto assets, as measured in U.S. dollar equivalents (in thousands):

Embedded Derivative
Host Gross Derivative Assets Gross Derivative Liabilities Aggregate Carrying Value
December 31, 2025
Accounts receivable, net
$ 9,943   $ 22,025   $ 4,399   $ 27,569  
Short-term borrowings
363,705   32,446   923   332,182  
Obligation to return collateral
888,523   126,962   61,266   822,827  
Accrued expenses and other current liabilities
6,897   —   2   6,899  
Total fair value of derivatives $ 181,433   $ 66,590  

December 31, 2024
Accounts receivable, net
$ 16,264   $ 20,368   $ 1,811   $ 34,821  
Other current assets
99,265   61,304   —   160,569  
Short-term borrowings
310,040   18,030   8,100   300,110  
Obligation to return collateral
526,337   2,149   243,296   767,484  
Accrued expenses and other current liabilities
37,428   6,814   2,708   33,322  
Total fair value of derivatives $ 108,665   $ 255,915  

Impact of derivatives on the Consolidated Statements of Operations
The impacts of gains (losses) on derivative instruments recognized in the Consolidated Statements of Operations were as follows (in thousands):

Year Ended December 31,
2025 2024
Short-term borrowings (1)
$ 21,593   $ 28,304  
Obligation to return collateral (1)
306,843   ( 142,825 )
Other (2)
( 11,053 ) 83,269  
Total $ 317,383   $ ( 31,252 )

__________________
(1) Changes in fair value are recognized in Transaction expense in the Consolidated Statements of Operations. The impact of changes in fair value of Crypto asset borrowings and Obligation to return collateral derivatives is naturally offset, at least in part, by the impact of changes in fair value of the associated naturally offsetting positions, which are also recognized in Transaction expense.
(2) Changes in fair value are recognized in Other operating expense, net or Other income, net in the Consolidated Statements of Operations depending on the nature of the derivative.
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13. OTHER CONSOLIDATED BALANCE SHEETS DETAILS
The following table presents certain other details of the Consolidated Balance Sheets (in thousands):

December 31,
2025 2024
Other current assets
Prepaid expenses $ 94,886   $ 88,500  

Income taxes receivable 63,726   5,530  
Other 28,552   183,506  

Total other current assets $ 187,164   $ 277,536  
 
Other non-current assets

Lease right-of-use assets $ 141,631   $ 81,151  
Income taxes receivable 62,233   60,004  
Other 55,514   33,135  

Total other non-current assets $ 259,378   $ 174,290  
 
Accrued expenses and other current liabilities
Payroll and payroll related expenses $ 186,927   $ 186,151  
Other accrued expenses 238,308   145,369  

Income taxes payable 65,982   90,910  

Other payables 196,459   130,232  

Total accrued expenses and other current liabilities $ 687,676   $ 552,662  
 
Other non-current liabilities
Lease liabilities $ 172,735   $ 85,789  
Other 67,723   3,919  

Total other non-current liabilities $ 240,458   $ 89,708  

The Company’s long-lived assets, the majority of which are located in the United States, were not considered by management to be significant relative to total assets at each of December 31, 2025, 2024, and 2023.

Leases
The Company has operating leases, primarily relating to corporate offices in San Francisco, CA and New York, NY. The leases have remaining lease terms ranging from less than one year to 12 years, and generally have options to extend or terminate the lease that were not accounted for in determining the lease terms as the Company is not reasonably certain it will exercise those options.
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Future payments of lease liabilities as of December 31, 2025 were as follows (in thousands):

2026 $ 29,536  
2027 22,315  
2028 21,920  
2029 20,726  
2030 24,586  
Thereafter 170,628  
Total lease payments 289,711  
Less: imputed interest
( 90,446 )
Total lease liabilities
$ 199,265  

As of December 31, 2025, the Company has entered into leases that have not yet commenced with future short-term and long-term lease payments of $ 3.0 million and $ 125.1 million, respectively. These leases are not yet recorded on the Consolidated Balance Sheets, and will commence between 2026 and 2027, with lease terms ranging from 5 to 10 years.
Other information related to recorded leases is as follows:

December 31,
2025 2024
Weighted-average remaining lease term (in years) 9.8 9.8
Weighted-average discount rate 6.53 % 6.36 %

14. FAIR VALUE MEASUREMENTS
The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

December 31, 2025 December 31, 2024
Level 1 Level 2 Level 1 Level 2
Assets
Cash equivalents (1)
$ 6,088,290   $ —   $ 6,607,023   $ —  
Restricted cash equivalents (2)
1,472   —   1,415   —  
Customer custodial funds (3)
3,438,375   —   4,269,410   —  
Crypto assets held for operations 120,831   —   82,781   —  
Crypto asset loan receivables —   14,479   —   92,619  
Crypto assets held as collateral 822,827   —   767,484   —  
Crypto assets borrowed 318,849   —   261,052   —  
Marketable investments (4)
253,468   11,903   —   —  
Crypto assets held for investment 1,998,871   —   1,552,995   —  
Derivative assets (5)
—   181,433   —   108,665  
Total assets $ 13,042,983   $ 207,815   $ 13,542,160   $ 201,284  

Liabilities
Derivative liabilities (5)
$ —   $ 66,590   $ —   $ 255,915  

__________________
(1) Represents money market funds. Excludes cash and cash equivalents of $ 5.2 billion and $ 2.7 billion as of December 31, 2025 and 2024, respectively.
(2) Represents money market funds. Excludes restricted cash and cash equivalents of $ 332.8 million and $ 345.8 million as of December 31, 2025 and 2024, respectively.
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(3) Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds of $ 1.9 billion as of each December 31, 2025 and 2024.
(4) Primarily represents marketable equity securities. Excludes marketable investments not measured and recorded at fair value of $ 44.4 million as of December 31, 2025.
(5) See Note 12. Derivatives for additional details.
The Company has valued all Level 2 assets and liabilities measured at fair value on a recurring basis using quoted market prices as an observable input. This includes prices for underlying crypto assets and, for non-crypto denominated assets and liabilities, prices for similar assets and liabilities in inactive markets.

Assets and liabilities measured and recorded at fair value on a non-recurring basis
The Company’s non-financial assets, such as software and equipment, goodwill, and other intangible assets, are adjusted to fair value when an impairment charge is recognized.
The Company’s strategic investments are nearly all accounted for using the measurement alternative, whereby they are recognized at cost and adjusted to fair value for observable transactions for same or similar investments of the same issuer or for impairment, on a non-recurring basis. Fair value measurements for these strategic investments are based predominantly on Level 3 inputs to 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 the Company holds.
The impact on the Consolidated Statements of Operations from remeasurement of measurement alternative investments was immaterial for all periods presented, as were cumulative upward adjustments of measurement alternative investments outstanding at December 31, 2025 and 2024. Cumulative impairments and downward adjustments as of these dates were $ 127.7 million and $ 145.8 million, respectively.
Assets and liabilities not measured and recorded at fair value
Certain of the Company’s financial instruments are not measured and recorded at fair value but their carrying values approximate fair value due to their liquid or short-term nature. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 1 valuation inputs if they were recorded at fair value include cash, restricted cash, payment stablecoins, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 2 valuation inputs if they were recorded at fair value include accounts receivable, loan receivables, accounts payable.
The Company’s long-term debt is not measured and recorded at fair value and its carrying value generally does not approximate its fair value. See Note 11. Long-Term Debt for its estimated fair value.

15. CAPITAL STOCK
Preferred stock
The Company’s certificate of formation (the “Certificate of Formation”) authorizes the issuance of 500,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share with rights and preferences, including voting rights, designated from time to time by the Board.
Common stock
Pursuant to the Certificate of Formation, the Board is authorized to issue 10,000,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, and 500,000,000 shares of undesignated common stock.
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Dividend rights
Shares of Class A common stock and Class B common stock will be treated equally, identically, and ratably, on a per share basis, with respect to dividends that may be declared by the Board.
Voting rights
Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters (including the election of directors) submitted to a vote of the shareholders of the Company.
Right to receive liquidation distributions
Upon a liquidation, dissolution, or winding-up of the Company, the assets legally available for distribution to shareholders would be distributed ratably among the holders of Class A common stock and Class B common stock and any participating preferred stock or new series of common stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock or new series of common stock.
Conversion
Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on a one -to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a sale or transfer (other than with respect to certain estate planning and other transfers). Further, upon certain events specified in the Certificate of Formation, all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock. Once converted into Class A common stock, the Class B common stock will not be reissued.
Share repurchase program
In October 2024, the Board authorized and approved a share repurchase program, which provided for the repurchase of up to $ 1.0 billion of the Company’s Class A common stock without expiration and in October 2025, the Board (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 the Company’s outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”) (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 the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock or Notes and may be modified, suspended, or discontinued at any time. As of December 31, 2025, $ 790.2 million had been utilized to repurchase 3,039,095 shares under the Repurchase Program, and $ 1.2 billion remained available for future repurchases, when considered on a settlement date basis.

16. STOCK-BASED COMPENSATION
Stock plans
As of December 31, 2025, there were 21,173,773 shares of Class A common stock subject to issued and outstanding options, RSUs, and PRSUs, and 1,313,602 shares of Class B common stock subject to issued and outstanding options under the Plans. In addition, under the 2021 Plan and the ESPP, there
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were 67,626,288 shares and 13,255,824 shares, respectively, of Class A common stock available for issuance.
Stock options
Following is a summary of stock options activity, including performance-based options (in thousands, except per share and years data):

Weighted Average

Options Outstanding Exercise Price Per Share Remaining Contractual Life (Years) Aggregate Intrinsic Value
Balance at January 1, 2025 22,929   $ 25.59   5.2 $ 5,106,538  
Exercised ( 3,185 ) 24.61  
Forfeited and cancelled ( 44 ) 99.16  
Balance at December 31, 2025 19,700   $ 25.58   4.3 $ 3,950,983  

Exercisable at December 31, 2025 16,019   $ 26.06   4.3 $ 3,205,042  
Vested and expected to vest at December 31, 2025 16,019   $ 26.07   4.3 $ 3,205,042  

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 w    as $ 895.6 million, $ 1.2 billion, and $ 226.5 million, respectively.
During the years ended December 31, 2025, 2024, and 2023, 2,702,829 , 1,647,333 , and 4,567,625 stock options, respectively, vested with a weighted-average grant date fair value of $ 9.38 , $ 24.81 , and $ 15.93 per share, respectively.
The weighted-average assumptions inputs to the Black-Scholes-Merton Option-Pricing Model used to calculate the fair value of options granted during the year ended December 31, 2023, the most recent grants, were as follows (in percentages, except as noted):

Dividend yield 0.0
Expected volatility 90.5  
Expected term (in years) 5.8
Risk-free interest rate 3.9  

Chief Executive Officer performance stock options
On August 11, 2020, the Company granted its Chief Executive Officer an option award to purchase up to 9,293,911 shares of Class A common stock, at an exercise price of $ 23.46 per share and total grant date fair value of $ 56.7 million. Vesting of the award is dependent on both performance-based and market-based conditions being met. As of December 31, 2025, 5,613,522 of these options have vested, including 2,453,592 during the year then ended, while vesting of the remainder is subject to market conditions contingent on the Company’s Class A common stock price achieving certain stock price target milestones.
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Restricted stock units
Following is a summary of RSU activity (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value Per Share
Balance at January 1, 2025 2,350   $ 163.82  
Granted 3,869   270.02  
Vested ( 3,526 ) 220.18  
Forfeited and cancelled ( 548 ) 225.22  
Balance at December 31, 2025 2,145   $ 247.04  

During the years ended December 31, 2024 and 2023, the weighted-average grant date fair value per share granted was $ 158.85 and $ 108.07 , respectively. During the years ended December 31, 2025, 2024, and 2023, the aggregate fair value as of the vest date of RSUs that vested was $ 1.0 billion, $ 1.4 billion, and $ 753.9 million, respectively.
Performance restricted stock units
Following is a summary of PRSU activity (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value Per Share
Balance at January 1, 2025 724   $ 55.42  

Vested ( 81 ) 55.42  

Balance at December 31, 2025 643   $ 55.42  

President & Chief Operating Officer performance award
On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering up to a maximum of 803,966 shares of Class A common stock (the “2023 COO Performance Award”).
Up to 40 % of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values which are separately evaluated for the period commencing January 1, 2023 and ending on December 31, 2025, subject to her continued employment until February 20, 2026 (the “Financial Performance Tranches”). Up to 60 % of the 2023 COO Performance Award is subject to vesting in increments based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025, and the three year period between January 1, 2023 and December 31, 2025, subject to her continued employment through the applicable year end dates (the “Market Tranches”). The total grant date fair value of the Market Tranches of this award was $ 25.1 million, while the grant date fair value of the Financial Performance Tranches was $ 19.5 million assuming maximum achievement. As of December 31, 2025, the performance and market targets for the unvested shares shown in the table above were achieved, while vesting remained subject to final certification or continued employment through the applicable vesting date (either January 15, 2026 or February 20, 2026).
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Stock-based compensation
Following are the effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands):

Year Ended December 31,
2025 2024 2023
Statements of Operations

Technology and development $ 498,235   $ 564,726   $ 476,478  
Sales and marketing 57,692   69,460   59,000  
General and administrative 283,513   278,652   245,190  
Restructuring —   —   84,042  
Total stock-based compensation expense $ 839,440   $ 912,838   $ 864,710  

Balance Sheets

Software and equipment, net (1)
$ 50,380   $ 48,068   $ 53,617  

_______________
(1) Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the years presented. See Note 9. Software and Equipment, Net for additional details.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized an income tax benefit of $ 386.3  million, $ 537.7  million, and $ 205.6  million, respectively, related to stock-based compensation expense.
As of December 31, 2025, there was total unrecognized compensation cost of $ 417.4 million and $ 142.7 million related to unvested RSUs and RSAs, respectively, which is expected to be recognized over a weighted-average of 1.5 years and 3.4 years, respectively. Unrecognized compensation cost for all other stock-based compensation awards was immaterial at this date.
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17. OTHER CONSOLIDATED STATEMENTS OF OPERATIONS DETAILS
Disaggregation of relevant expense captions, as defined in ASU 2024-03, consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Technology and development
Employee-related (1)
$ 1,052,597   $ 1,036,656   $ 936,881  
Website hosting and infrastructure 322,125   228,392   192,009  
Amortization, depreciation, and impairment (2)
157,067   122,595   131,611  
Other (3)
138,816   80,609   64,040  
Total technology and development
$ 1,670,605   $ 1,468,252   $ 1,324,541  

Sales and marketing

USDC rewards $ 441,347   $ 224,255   $ 34,944  
Marketing programs
402,555   247,087   134,018  
Employee-related (1)
136,229   151,036   143,762  
Other (4)
78,446   32,066   19,588  
Total sales and marketing
$ 1,058,577   $ 654,444   $ 332,312  

General and administrative
Employee-related (1)
$ 664,761   $ 606,554   $ 571,083  
Professional services 292,599   202,956   182,908  
Customer support (5)
224,193   124,940   48,804  
Other (6)
438,089   365,807   271,513  
Total general and administrative
$ 1,619,642   $ 1,300,257   $ 1,074,308  

_______________
(1) Represents employee compensation, including transactions entered into for the benefit of employees such as health and wellness benefits.
(2) Comprises amortization, depreciation, and intangible asset impairment expenses, none of which are individually material except for amortization of internal-use software and other intangible assets, as quantified in Notes 9. Software and Equipment, Net and 10. Goodwill and Intangible Assets, Net , respectively.
(3)     Comprises primarily costs of contract resources, consulting, and facilities.
(4)    Comprises primarily costs of contract resources, travel, and software, as well as amortization, depreciation, and intangible asset impairment expenses.
(5)     Excludes employee-related and professional services expenses.
(6)    Comprises largely costs of contract resources, public policy efforts, software, and legal settlements. Also includes amortization, depreciation, and intangible asset impairments, none of which are individually material.

Other income, net consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
(Gains) losses on investments, net (1)
$ ( 680,520 ) $ 11,553   $ ( 24,368 )

Other
( 20,374 ) ( 40,627 ) ( 143,215 )
Total other income, net $ ( 700,894 ) $ ( 29,074 ) $ ( 167,583 )

_______________
(1) Comprises gains and losses on Marketable and Strategic investments, excluding Crypto assets held for investment. For the year ended December 31, 2025, the amount includes $ 251.7  million in unrealized net gains on equity securities still held at December 31, 2025 and $ 438.0 million in realized net gains. See Note 14. Fair Value Measurements for additional details.

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18. INCOME TAXES
The components of income (loss) before income taxes were attributable to the following regions (in thousands):

Year Ended December 31,
2025 2024 2023
Domestic $ 1,618,923   $ 2,909,765   $ ( 113,067 )
Foreign ( 96,858 ) 32,879   36,222  
Total income (loss) before income taxes $ 1,522,065   $ 2,942,644   $ ( 76,845 )

Provision for (benefit from) income taxes consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Current
Federal $ ( 29,158 ) $ 120,412   $ 8,761  
State 1,942   59,961   24,236  
Foreign 50,646   31,890   11,621  
Total current 23,430   212,263   44,618  
Deferred
Federal 209,981   134,719   ( 218,165 )
State 40,185   22,376   416  
Foreign ( 11,858 ) ( 5,780 ) 1,415  
Total deferred 238,308   151,315   ( 216,334 )
Total provision for (benefit from) income taxes $ 261,738   $ 363,578   $ ( 171,716 )

The table below provides the updated requirements of ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) for 2025 and 2024.
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The effective income tax rate for the years ended December 31, 2025 and 2024 differs from the statutory federal income tax rate as follows (in thousands, except percentages):

Year Ended December 31,

2025 2024
$ % $ %
Provision for income taxes at U.S. federal statutory rate $ 319,634   21.00 % $ 617,955   21.00 %
State and local income taxes, net of federal benefit (1)
33,623   2.21   66,325   2.25  
Foreign tax effects 59,128   3.88   18,705   0.64  

Effect of cross-border tax laws:
Foreign Derived Intangible Income (“FDII”) ( 653 ) ( 0.04 ) ( 11,592 ) ( 0.39 )

Other ( 7,899 ) ( 0.53 ) ( 1,472 ) ( 0.05 )
Tax credits:
Research and development (“R&D”) credits ( 19,068 ) ( 1.25 ) ( 69,603 ) ( 2.37 )
Valuation allowance —   —   ( 7,493 ) ( 0.25 )
Non-taxable or non-deductible items:
   Equity compensation ( 173,119 ) ( 11.37 ) ( 276,645 ) ( 9.40 )
   Non-deductible compensation 23,328   1.53   24,114   0.82  
Uncertain tax positions ( 3,555 ) ( 0.23 ) 3,244   0.11  
Adjustment to prior period provision 12,243   0.80   ( 1,110 ) ( 0.04 )
Other adjustments 18,076   1.20   1,150   0.04  
Total tax provision and effective tax rate $ 261,738   17.20 % $ 363,578   12.36 %

________________
(1) State and local taxes in California, Texas, and New York City made up the majority (greater than 50%) of the tax effect in this category.
The Company’s effective tax rate of 17.20 % for the year ended December 31, 2025 is due primarily to tax benefits related to stock-based compensation, partially offset by state taxes and nondeductible expenses, including the impact of certain non-US losses.
The Company’s effective tax rate of 12.36 % for the year ended December 31, 2024 is due primarily to tax benefits related to stock-based compensation and federal R&D credits, reduced by state taxes and certain nondeductible compensation.
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As previously disclosed for the year ended December 31, 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Year Ended December 31, 2023
%
U.S. statutory rate 21.00   %
State income taxes, net of federal benefit 6.08   %
Foreign rate differential ( 0.14 ) %
Non-deductible compensation ( 48.93 ) %
Equity compensation 43.51   %
Adjustment to prior year provision 24.85   %
R&D 62.20   %
Change in valuation allowance 195.59   %
Foreign tax credit 6.31   %
FDII 0.65   %
Global Intangible Low Taxed Income ( 18.55 ) %
Uncertain tax positions ( 56.06 ) %
Other ( 13.05 ) %
Effective income tax rate
223.46   %

The Company’s effective tax rate of 223.46 % for the year ended December 31, 2023 is due primarily to a reduction of a valuation allowance related to impairment charges on crypto assets held and strategic investments and tax benefits related to federal R&D credits, reduced by certain nondeductible compensation, tax on non-U.S. earnings, and other nondeductible expenses related to political contributions.
The Company’s effective tax rate can be volatile based on the amount of pretax income or loss in the reporting period. For example, when pretax income is lower, the effect of reconciling items to the U.S. statutory rate, such as nondeductible expenses, will have a greater impact on the effective tax rate.
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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands):

December 31,
2025 2024
Deferred tax assets
Obligation to return crypto assets held as collateral $ 154,998   $ 163,452  
Accruals and reserves 36,745   27,262  
Net operating loss carryforward 68,444   53,107  
Lease liability 46,217   22,645  

Tax credit carryforward 150,837   240,977  
Stock-based compensation 33,109   30,663  
Intangibles —   48,641  
Capitalized expenses 653,138   951,665  

Gross deferred tax assets 1,143,488   1,538,412  
Less: valuation allowance
( 135,361 ) ( 124,202 )
Total deferred tax assets 1,008,127   1,414,210  
Deferred tax liabilities
Crypto assets held as collateral ( 154,998 ) ( 163,452 )
State taxes ( 24,623 ) ( 40,141 )
Depreciation and amortization ( 13,836 ) ( 33,370 )
Intangibles ( 82,931 ) —  

Lease ROU assets
( 39,800 ) ( 20,369 )

Capital gains - unrealized
( 108,769 ) ( 184,473 )
Other ( 12,351 ) ( 31,107 )
Total deferred tax liabilities ( 437,308 ) ( 472,912 )
Total net deferred tax assets $ 570,819   $ 941,298  

At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, only the portion of the deferred tax asset that is more likely than not to be realized was recognized. However, if the Company is not able to generate sufficient taxable income from its operations in the future, then a valuation allowance to reduce the Company’s U.S. deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized.
On July 4, 2025, One Big Beautiful Bill Act (“OBBB”) was signed into law in the United States. OBBB includes significant changes to U.S. federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to the tax rate on income from non-U.S. sources and subsidiaries. OBBB did not have a material impact on our current year effective tax rate. However, it did contribute to a decrease in the Company’s net deferred tax asset balance due to current year expensing of previously capitalized research and experimentation expenditures.
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Notes to Consolidated Financial Statements

Activity related to the Company’s valuation allowance consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Balance, beginning of period $ 124,202   $ 102,250   $ 252,258  
Charged (credited) to expenses 11,159   21,952   ( 150,008 )

Balance, end of period $ 135,361   $ 124,202   $ 102,250  

The Company’s valuation allowance as of December 31, 2025 was higher compared to 2024 due primarily to an increase in the valuation allowance related to foreign losses, partially offset by a decrease in the valuation allowance related to California R&D credits.
As of December 31, 2025, the Company also had R&D credits of $ 38.1  million and $ 112.4  million for federal and state income tax purposes, respectively. If not utilized, the federal R&D credits will expire in various amounts beginning in 2043. However, the state of California R&D credits can be carried forward indefinitely. The Company also had U.S. federal net operating loss carryforwards of $ 48.8  million as of December 31, 2025, and an estimated $ 45.8  million as of December 31, 2024. The U.S. federal net operating losses carry forward indefinitely. Additionally, the Company had U.S. state net operating losses of approximately $ 401.6  million as of December 31, 2025. Generally, California and other significant U.S. states have a twenty-year carryforward for net operating losses.
Activity related to the Company’s unrecognized tax benefits consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Balance, beginning of period
$ 190,944   $ 171,693   $ 124,106  
Settlements ( 1,171 ) ( 67 ) —  
Increase related to tax positions taken during a prior year 36,057   2,433   30,685  
Decrease related to tax positions taken during a prior year
( 13,075 ) ( 18,378 ) —  
Increase related to tax positions taken during the current year
11,564   35,263   16,902  
Effect of foreign currency translation
161   —   —  
Balance, end of period
$ 224,480   $ 190,944   $ 171,693  

As of December 31, 2025 and 2024, the Company had unrecognized tax benefits of $ 175.2 million and $ 136.8 million, respectively, which would reduce income tax expense and affect the effective tax rate, if recognized. The Company accounts for interest and penalties related to exposures as a component of income tax expense. The Company recorded $ 6.7 million and $ 1.3 million of accrued interest and penalties, respectively, as of December 31, 2025 and $ 2.5 million and $ 3.5 million of accrued interest and penalties, respectively, as of December 31, 2024.
The Company files income tax returns in the U.S. (federal and state) and foreign jurisdictions. The Company is currently under audit by the IRS with respect to its federal income tax returns for 2020 and 2021, and its income tax returns for certain years in state and local jurisdictions such as California and New York. The Company is also under audit for certain years in foreign jurisdictions such as India, Kenya and the Netherlands.
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Notes to Consolidated Financial Statements

19. NET INCOME PER SHARE
The computation of Net income p er share, including the weighted-average shares outstanding (“WASO”) used in the computation, is as follows (in thousands, except per share amounts):

Year Ended December 31,
2025 2024 2023
Numerators
Net income $ 1,260,327   $ 2,579,066   $ 94,871  
Less: net income allocated to participating shares —   ( 1,311 ) ( 119 )
Net income attributable to common shareholders, basic $ 1,260,327   $ 2,577,755   $ 94,752  

Net income $ 1,260,327   $ 2,579,066   $ 94,871  
Add: interest on convertible notes, net of tax 16,987   13,375   —  
Less: net income allocated to participating shares —   ( 1,193 ) ( 120 )
Net income attributable to common shareholders, diluted $ 1,277,314   $ 2,591,248   $ 94,751  

Denominators
WASO - basic 260,088   247,374   235,796  
Weighted-average effect of potentially dilutive shares:
Stock options 15,494   16,958   16,845  
Convertible notes 10,049   6,462   —  
Restricted stock units 962   1,933   1,447  
Performance restricted stock units 497   369   158  
Restricted stock 119   281   145  
WASO - diluted 287,209   273,377   254,391  

Net income per share attributable to common shareholders:
Basic $ 4.85   $ 10.42   $ 0.40  
Diluted $ 4.45   $ 9.48   $ 0.37  

The rights, including the liquidation and dividend rights, of the holders of Class A common stoc k and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.
The following potenti ally dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance awards, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period (in thousands):

Year Ended December 31,
2025 2024 2023
Equity awards (1)
4,276   6,582   9,175  
Convertible notes —   —   3,437  
Total 4,276   6,582   12,612  

__________________
(1) Includes shares under the ESPP.

20. RESTRUCTURING
In January 2023, the Company announced a restructuring impacting 21 % of the Company’s headcount as of that date. The restructuring was intended to manage the Company’s operating expenses
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in response to the then-ongoing market conditions impacting the cryptoeconomy and business prioritization efforts. As a result, in 2023, the Company recorded restructuring charges of $ 142.6 million, which included $ 84.0 million in stock-based compensation, $ 56.7 million in separation pay, and an immaterial amount of other personnel costs. The restructuring was completed and all amounts were settled in 2023.

21. COMMITMENTS AND CONTINGENCIES
Contractual obligations
As of December 31, 2025, the Company had non-cancelable purchase obligations, primarily for technology services, as follows (in thousands):

2026 $ 169,886  
2027 157,009  
2028 132,798  
2029 210,729  

Total purchase obligations (1)
$ 670,422  

_______________
(1)    Committed spend for non-cancellable purchase obligations greater than $ 2.0 million per obligation.

Excluded from the table above is an additional $ 180.5 million in commitments as of December 31, 2025, arising from definitive agreements to acquire interests in entities, all payable within the year ending December 31, 2026.
Crypto assets and payment stablecoins on platform
The Company is obligated to securely store all crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services, but including all assets for which we hold full keys. As such, the Company may be liable to its users for losses arising from the Company’s failure to secure these assets from theft or loss. The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of December 31, 2025 and 2024. The Company holds full keys to crypto assets and payment stablecoins held or managed on behalf of its customers totaling $ 376.1 billion and $ 404.0 billion at fair value at December 31, 2025 and 2024, respectively. These assets are not recognized in the Consolidated Balance Sheets. Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecognized liability of $ 376.1 billion and $ 404.0 billion at December 31, 2025 and 2024, respectively. Since the risk of loss is remote, the Company did not recognize a contingent liability at December 31, 2025 or 2024. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.
Indemnifications
In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s shareholders provides indemnity to each shareholder, their partners, members, officers, directors, and shareholders and certain of their advisors; each underwriter, if any; and each person who controls each shareholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result. The Company will reimburse each such party for any legal and any other expenses reasonably incurred, provided that the Company will not be liable in any such case to the extent the damages arise out of or are based upon any actions or omissions made in reliance upon and in conformity with written
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Notes to Consolidated Financial Statements

information furnished by or on behalf of such shareholder or underwriter and stated to be specifically for use therein.
The Company also has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.
It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made; (ii) due to the unique facts and circumstances involved in each particular agreement; and (iii) due to the requirement for a registration of the Company’s securities before any of the indemnification obligations contemplated in the IRA become effective.
The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business.
Legal and regulatory proceedings
The Company has been, currently is, and may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, intellectual property, privacy, information security, data protection, advertising, and securities. In addition, the Company has been, currently is, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and recognizes loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial Statements .
In October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc. , was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for Judgment on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions. The defendants continue to dispute the claims in this case and intend to vigorously defend against them.
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Notes to Consolidated Financial Statements

Based on the nature of the proceedings in this case, the outcome of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.
In June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case pending final adjudication of the matters. In October 2023, the Company and Coinbase, Inc. entered into a similar agreement with the Maryland state securities regulator. In March and April 2025, the Alabama, Kentucky, Illinois, South Carolina, and Vermont state securities regulators dismissed, vacated, rescinded, and/or withdrew their legal actions. The Company and Coinbase, Inc. dispute the claims of the state securities regulators and intend to vigorously defend against them. Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or financial statements at this time. An adverse resolution in these state matters could have a material impact on the Company’s business and financial statements.
The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products.
Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially.
Tax regulation
Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes and the withholding of tax at source. Further, it is possible that additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued. As a result, the Company may have exposure to additional tax liabilities that could have an adverse effect on the Company’s operating results and financial condition.

22. RELATED PARTY TRANSACTIONS
Related party customer activity
Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. The Company recognized the following from related party customer activity:
• Total revenue of $ 9.6  million, $ 22.7  million, and $ 17.9  million during the years ended December 31, 2025, 2024, and 2023, respectively;
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• Accounts receivable, net of $ 0.4  million and $ 2.7  million as of December 31, 2025 and 2024, respectively;
• Transaction expense of $ 0.1 million, $ 0.1 million and an immaterial amount during the years ended December 31, 2025, 2024, and 2023, respectively; and
• Customer custodial funds and Customer custodial fund liabilities of each $ 11.0  million and $ 44.0  million as of December 31, 2025 and 2024, respectively.
Related party investments
The Company made strategic investments of an aggregate of $ 14.2  million and $ 12.1  million during the years ended December 31, 2025 and 2024, respectively, in investees in which certain related parties of the Company held an interest over 10%.
Other related party activity
General and administrative costs from related party activities, primarily consulting services provided by entities affiliated with related parties, were $ 0.1 million, $ 1.4 million, and $ 2.5 million, during the years ended December 31, 2025, 2024, and 2023, respectively.

23. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands):

December 31,
2025 2024 2023
Cash and cash equivalents $ 11,285,452   $ 9,308,266   $ 5,489,100  
Restricted cash and cash equivalents 334,318   347,169   43,626  
Customer custodial cash and cash equivalents 5,273,650   6,028,020   4,393,086  
Total cash, cash equivalents, and restricted cash and cash equivalents $ 16,893,420   $ 15,683,455   $ 9,925,812  

The following is a supplemental schedule of non-cash investing and financing activities (in thousands):

Year Ended December 31,
2025 2024 2023
Non-cash consideration paid for business combinations $ 3,677,634   $ —   $ 51,494  
Crypto assets borrowed 4,293,287   844,717   450,663  
Crypto assets borrowed repaid 4,239,621   579,210   559,191  
Customer crypto assets received as collateral 3,117,616   3,030,311   886,403  
Customer crypto asset collateral returned 2,755,431   2,759,660   630,682  
Crypto asset loan receivables originated 2,365,370   1,559,716   396,981  
Crypto asset loan receivables repaid 2,430,569   1,489,839   469,763  

Additions of crypto asset investments 166,291   —   —  

Cumulative-effect adjustment upon adoption of ASU 2023-08 —  561,489   — 

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The following is a supplemental schedule of cash paid for income taxes (in thousands):

Year Ended December 31,
2025 2024 2023

Cash paid during the period for income taxes, net of refunds:
U.S. Federal $ 60,662   $ 63,884   $ —  
U.S. State and local 52,293 50,672 —  
Foreign 51,913 25,785 —  
Total cash paid during the period for income taxes, net of refunds
$ 164,868   $ 140,341   $ — 

Cash paid during the period for income taxes (pre ASU 2023-09)
$ —  $ —  $ 39,122  

Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2025 include U.S. Federal at $ 60.7 million, New York State at $ 13.2 million, Netherlands at $ 10.9 million, and Brazil at $ 9.1 million.                                                 

24. SUBSEQUENT EVENTS
In January 2026, the Board approved an increase in the aggregate repurchase authorization under the Repurchase Program from $ 2.0 billion to $ 4.0 billion. Subsequent to December 31, 2025 and through February 10, 2026, the Company repurchased 5,188,656 shares of Class A common stock for $ 954.7 million in cash under the Repurchase Program, leaving $ 2.3 billion available for future repurchases, all when considered on a settlement date basis.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation and supervision of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025 . Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025 , our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) 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. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
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Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025 .
Excluded from our evaluation were internal controls over financial reporting at Sentillia B.V., for which control was acquired on August 14, 2025. The financial statements of this entity constitute less than 1% of total assets and 2% of total revenue as of and for the year ended December 31, 2025, respectively.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Controls Over Financial Reporting
There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, 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. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended December 31, 2025, one of the Company’s officers adopted a Rule 10b5-1 Plan, which was entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.
On December 3, 2025 , Lawrence Brock , the Company’s Chief People Officer , entered into a Rule 10b5-1 Plan (the “Brock Plan”) providing for the potential sale of up to 86,393 shares of Class A common stock owned by Mr. Brock, plus an additional undetermined number of shares of Class A common stock to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan or, in certain circumstances, at the market price, between an estimated start date of March 4, 2026 and May 28, 2027 . The Brock Plan provides for the sale of shares of Class A common stock to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock.
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The Brock Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations and shares sold pursuant to Mr. Brock’s prior Rule 10b5-1 Plan dated December 2, 2024 (the “Prior Brock Plan”). The numbers of shares (i) to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company or sold pursuant to the Prior Brock Plan, and therefore the exact number of shares to be sold pursuant to the Brock Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events or to be sold pursuant to the prior Brock Plan.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable

PART III I

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
Insider Trading Policies and Procedures
The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, contractors, advisors, and consultants, and the Company itself, that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of the Company’s Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2. Financial Statement Schedules
All schedules have been omitted because the required information is included in the Consolidated Financial Statements or the notes thereto, or because it is not required.
3. Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.

Incorporated by Reference Filed or Furnished Herewith
Exhibit
Number Description Form File No. Exhibit Filing Date
2.1
Share Purchase Agreement, dated as of May 8, 2025, by and among Coinbase Global, Inc, Sentillia B.V., the Deribit Shareholders listed on Exhibit B thereto and Shareholder Representative Services LLC as the shareholders’ agent
8-K
001-40289
2.1
5/8/2025

3.1
Certificate of Formation
8-K
001-40289
3.1
12/15/2025

3.2
Bylaws
8-K
001-40289
3.2
12/15/2025

4.1
Form of the Registrant’s Class A common stock certificate
X

4.2
Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021
S-1
333-253482
4.2
3/17/2021

4.3
Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee
8-K
001-40289
4.1
5/21/2021

4.4
Form of 0.50% Convertible Senior Notes due 2026 (included in Exhibit 4.3)
8-K
001-40289
4.2
5/21/2021

4.5
First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2026 Notes)
8-K
001-40289
4.1
12/16/2025

4.6
Indenture, dated as of September 17, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee
8-K
001-40289
4.1
9/17/2021

170

4.7
Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.6)
8-K
001-40289
4.2
9/17/2021

4.8
Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.6)
8-K
001-40289
4.3
9/17/2021

4.9
Indenture, dated as of March 18, 2024, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K
001-40289
4.1
3/18/2024

4.10
Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit 4.9)
8-K
001-40289
4.2
3/18/2024

4.11
First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2030 Notes)
8-K
001-40289
4.3
12/16/2025

4.12
Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K
001-40289
4.1
8/8/2025

4.13
Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.1 2 )
8-K
001-40289 4.2
8/8/2025

4.14
First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2029 Notes)
8-K
001-40289
4.2
12/16/2025

4.15
Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K
001-40289 4.3
8/8/2025

4.16
Form of 0% Convertible Senior Notes due 2032 (included in Exhibit 4. 12 )
8-K
001-40289 4.4
8/8/2025

4.17
First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2032 Notes)
8-K
001-40289
4.4
12/16/2025

4.18
Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended
X

10.1
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
X

10.2† 2013 Amended and Restated Stock Plan and forms of award agreements thereunder
S-1
333-253482
10.2
2/25/2021

10.3†
2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder
S-1
333-253482
10.3
2/25/2021

10.4†
2021 Equity Incentive Plan and forms of award agreements thereunder
X

10.5†
2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder
10-K 001-40289 10.5 2/13/2025
10.6†
Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan
10-K
001-40289 10.6
2/25/2022

10.7†
Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021
S-1
333-253482
10.6
2/25/2021

171

10.8†
Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021
S-1
333-253482
10.8
2/25/2021

10.9†
Employment Agreement by and between the Registrant and Alesia J. Haas, dated March 29, 2021
10-K
001-40289
10.10
2/25/2022

10.10†
Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 2021
10-K
001-40289
10.11
2/25/2022

10.11†
Employment Agreement by and between the Registrant and Lawrence Brock, dated February 11, 2023
10-K
001-40289
10.11
2/15/2024

10.12†
Amended and Restated Change of Control and Severance Policy
X

10.13
Form of Capped Call Transaction Confirmation relating to 0.50% Convertible Senior Notes due 2026
8-K
001-40289
10.1
5/21/2021

10.14
Form of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 2030
8-K
001-40289
10.1
3/18/2024

10.15
Form of Capped Call Transaction Confirmation relating to 0% Convertible Senior Notes due 2029 and 0% Convertible Senior Notes due 2032
8-K
001-40289
10.1
8/8/2025

10.16*^
Collaboration Agreement by and between the Registrant and Circle Interest Financial, LLC, dated August 18, 2023
X

10.17*^
Stablecoin Ecosystem Agreement by and between the Registrant and Circle Interest Financial, LLC, dated November 14, 2024
10-K
001-40289
10.16
2/13/2025

18.1
Preferability Letter of Deloitte & Touche LLP regarding change in accounting principle
X

19.1
Insider Tradi ng Policy
X

21.1
List of Subsidiaries of the Registrant
X

23.1
Consent of Deloitte & Touche LLP, independent registered pub lic accounting firm
X

24.1
Power of Attorney (included on the signature page of this Annual Report on Form 10-K)
X

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X

172

32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Compensation Recovery Policy
X

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X
104 Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted as Inline XBRL and contained in Exhibit 101
X

†    Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
*    The Registrant has omitted portions of the exhibit (indicated by “[*]”) as permitted under Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the SEC upon request.
^    The Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

ITEM 16. FORM 10-K SUMMARY
None
173

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

COINBASE GLOBAL, INC.

Date: February 12, 2026
By: /s/ Brian Armstrong
Brian Armstrong
Chief Executive Officer and Director

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian Armstrong and Alesia J. Haas, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

174

Name Title Date

/s/ Brian Armstrong Chief Executive Officer and Chairman of the Board February 12, 2026
Brian Armstrong (Principal Executive Officer)

/s/ Alesia J. Haas Chief Financial Officer February 12, 2026
Alesia J. Haas (Principal Financial Officer)

/s/ Jennifer N. Jones Chief Accounting Officer February 12, 2026
Jennifer N. Jones (Principal Accounting Officer)

/s/ Marc L. Andreessen Director February 12, 2026
Marc L. Andreessen

/s/ Paul Clement
Director February 12, 2026
Paul Clement

/s/ Christa Davies
Director February 12, 2026
Christa Davies

/s/ Frederick Ernest Ehrsam III Director February 12, 2026
Frederick Ernest Ehrsam III

/s/ Kelly Kramer Director February 12, 2026
Kelly Kramer

/s/ Chris Lehane
Director February 12, 2026
Chris Lehane

/s/ Tobias Lütke Director February 12, 2026
Tobias Lütke

/s/ Gokul Rajaram Director February 12, 2026
Gokul Rajaram

/s/ Fred Wilson Director February 12, 2026
Fred Wilson

175