FULLTEXT DEL 1 AV 3
10-Q – 2025-10-30 – coin-20250930.htm
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0001679788 coin:FredWilsonMember 2025-07-01 2025-09-30 0001679788 coin:FredWilsonMember 2025-09-30 0001679788 coin:EmilieChoiMember 2025-07-01 2025-09-30 0001679788 coin:EmilieChoiMember 2025-09-30 0001679788 coin:BrianArmstrongMember 2025-07-01 2025-09-30 0001679788 coin:BrianArmstrongMember 2025-09-30 0001679788 coin:PaulGrewalMember 2025-07-01 2025-09-30 0001679788 coin:PaulGrewalMember 2025-09-30 0001679788 coin:AlesiaHaasMember 2025-07-01 2025-09-30 0001679788 coin:AlesiaHaasMember 2025-09-30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40289 Coinbase Global, Inc. (Exact name of registrant as specified in its charter) Delaware 46-4707224 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Madison Avenue Suite 2400 New York , NY 10010 (Address of Principal Executive Offices) 1 (Zip Code) 1 Not Applicable Registrant's telephone number, including area code 1 Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, $0.00001 par value per share COIN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of October 23, 2025, the number of shares of the registrant's Class A common stock outstanding was 228,162,467 and the number of shares of the registrant's Class B common stock outstanding was 41,481,347 . 1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request. Stockholder communications may also be sent to the email address: secretary@coinbase.com. TABLE OF CONTENTS Page Part I - Financial Information Item 1. Financial Statements (Unaudited) 5 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations 6 Condensed Consolidated Statements of Comprehensive Income 7 Condensed Consolidated Statements of Changes in Stockholders' Equity 8 Condensed Consolidated Statements of Cash Flows 10 Notes to Condensed Consolidated Financial Statements 11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 46 Item 4. Controls and Procedures 47 Part II - Other Information Item 1. Legal Proceedings 48 Item 1A. Risk Factors 48 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 111 Item 3. Defaults Upon Senior Securities 111 Item 4. Mine Safety Disclosures 111 Item 5. Other Information 111 Item 6. Exhibits 114 Signatures 115 1 Table of Contents SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: • our future financial performance, including our expectations regarding our net revenue, operating expenses, and our ability to achieve and maintain future profitability; • our business plan and our ability to effectively manage any growth; • anticipated trends, growth rates, and challenges in our business, the cryptoeconomy, the price, and market capitalization of crypto assets and in the markets in which we operate; • market acceptance of our products and services; • beliefs and objectives for future operations; • our ability to maintain, expand, and further penetrate our existing customer base; • our ability to develop new products and services and grow our business in response to changing technologies, customer demand, and competitive pressures; • our expectations concerning relationships with third parties; • our ability to maintain, protect, and enhance our intellectual property; • our ability to continue to expand internationally; • the effects of increased competition in our markets and our ability to compete effectively; • future acquisitions of or investments in complementary companies, products, services, or technologies and our ability to successfully integrate such companies or assets; • our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally given the highly evolving and uncertain regulatory landscape; • general macroeconomic conditions, including interest rates, inflation, changes in tariffs and trade restrictions, instability in the global banking system, economic downturns, and other global events, including regional wars and conflicts and government shutdowns; • economic and industry trends, projected growth, or trend analysis; • trends in revenue; • trends in operating expenses, including technology and development expenses, sales and marketing expenses, and general and administrative expenses, as well as certain variable expenses, and expectations regarding these expenses as a percentage of revenue; • our key business metrics used to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions; • the expected benefits and impacts of our acquisition of Sentillia B.V.; • our plans with respect to the Repurchase Program; and • other statements regarding our future operations, financial condition, and prospects and business strategies. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. 2 Table of Contents You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “ Risk Factors ” in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in such forward-looking statements. Neither we nor any other person assume responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships, or investments we may make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. RISK FACTORS SUMMARY Consistent with the foregoing, our business is subject to a number of risks and uncertainties, including those risks discussed at length below. These risks include, among others, the following, which we consider our most material risks: • Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto; • Our total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on our platform. If such price or volume declines, our business, operating results, and financial condition would be adversely affected and the price of our Class A common stock could decline; • Our net revenue may be concentrated in a limited number of areas. Within transaction revenue and subscription and services revenue, a meaningful concentration is from transactions in Bitcoin and Ethereum and stablecoin revenue in connection with USDC, respectively. If revenue from these areas declines and is not replaced by new demand for crypto assets or other products and services, our business, operating results, and financial condition could be adversely affected; • We have in the past, and may in the future, enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties. If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, our business, operating results, and financial condition could be adversely affected; • Interest rate fluctuations could negatively impact us; 3 Table of Contents • Adverse economic conditions could adversely affect our business; • The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate. If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely affected; • Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely affect our brand, reputation, business, operating results, and financial condition; • We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition; • We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition could be adversely affected if we are unable to compete effectively; • We compete against a growing number of decentralized and noncustodial platforms and our business, operating results, and financial condition could be adversely affected if we fail to compete effectively; • As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering; • We are, and may continue to be, subject to litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could adversely affect our business, operating results, and financial condition; • If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely affect our business, operating results, and financial condition; • A particular crypto asset, product or service’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which could adversely affect our business, operating results, and financial condition; • We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers; • Loss of a critical financial institution or insurance relationship could adversely affect our business, operating results, and financial condition; • Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely affect our brand, reputation, business, operating results, and financial condition; • Our failure to securely store and manage our and our customers’ fiat currencies and crypto assets could adversely affect our business, operating results, and financial condition; and • The theft, loss, or destruction of private keys required to access any crypto assets held in custody for our own account or for our customers may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any crypto assets, it could cause regulatory scrutiny, reputational harm, and other losses. 4 Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Coinbase Global, Inc. Condensed Consolidated Balance Sheets (In thousands, except per share data) (unaudited) September 30, December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 8,676,275 $ 8,543,903 Restricted cash and cash equivalents 78,867 38,519 USDC 3,696,441 1,241,808 Customer custodial funds 5,672,037 6,158,949 Crypto assets held for operations 161,145 82,781 Loan receivables 859,056 475,370 Crypto assets held as collateral 1,017,382 767,484 Crypto assets borrowed 346,008 261,052 Accounts receivable, net 308,423 265,251 Marketable investments 1,093,395 — Other current assets 184,160 277,536 Total current assets 22,093,189 18,112,653 Crypto assets held for investment 2,597,277 1,552,995 Strategic investments 401,728 374,161 Deferred tax assets 324,096 941,298 Goodwill 4,004,112 1,139,670 Intangible assets, net 1,417,823 46,804 Other non-current assets 513,142 374,370 Total assets $ 31,351,367 $ 22,541,951 Liabilities and Stockholders’ Equity Current liabilities: Customer custodial fund liabilities $ 5,672,037 $ 6,158,949 Current portion of long-term debt 1,268,081 — Crypto asset borrowings 386,823 300,110 Obligation to return collateral 1,026,945 792,125 Accrued expenses and other current liabilities 835,468 690,136 Total current liabilities 9,189,354 7,941,320 Long-term debt 5,933,447 4,234,081 Other non-current liabilities 205,342 89,708 Total liabilities 15,328,143 12,265,109 Commitments and contingencies (Note 18) Stockholders’ equity: Preferred stock, $ 0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of September 30, 2025 and December 31, 2024 — — Class A and B common stock, $ 0.00001 par value; 10,500,000 (Class A 10,000,000 , Class B 500,000 ) shares authorized at September 30, 2025 and December 31, 2024; 268,736 (Class A 227,157 , Class B 41,579 ) shares issued and outstanding at September 30, 2025 and 253,640 (Class A 209,762 , Class B 43,878 ) shares issued and outstanding at December 31, 2024 3 2 Additional paid-in capital 9,131,722 5,365,990 Accumulated other comprehensive income (loss) 3,538 ( 50,051 ) Retained earnings 6,887,961 4,960,901 Total stockholders’ equity 16,023,224 10,276,842 Total liabilities and stockholders’ equity $ 31,351,367 $ 22,541,951 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents Coinbase Global, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue: Net revenue $ 1,792,984 $ 1,128,597 $ 5,173,399 $ 4,096,216 Other revenue 75,709 76,596 226,797 196,175 Total revenue 1,868,693 1,205,193 5,400,196 4,292,391 Operating expenses: Transaction expense 253,318 171,781 801,605 580,665 Technology and development 430,585 377,440 1,173,275 1,099,561 Sales and marketing 260,272 164,770 743,800 428,617 General and administrative 418,446 330,387 1,166,499 937,738 Gains on crypto assets held for operations, net ( 35,740 ) ( 142 ) ( 10,077 ) ( 55,484 ) Other operating expense (income), net 61,280 ( 8,556 ) 363,406 28,203 Total operating expenses 1,388,161 1,035,680 4,238,508 3,019,300 Operating income 480,532 169,513 1,161,688 1,273,091 Interest expense 21,774 20,530 62,820 60,108 (Gains) losses on crypto assets held for investment, net ( 423,903 ) 120,507 ( 189,305 ) ( 210,902 ) Other expense (income), net 380,518 ( 40,105 ) ( 1,120,199 ) ( 21,883 ) Income before income taxes 502,143 68,581 2,408,372 1,445,768 Provision for (benefit from) income taxes 69,591 ( 6,914 ) 481,312 157,878 Net income $ 432,552 $ 75,495 $ 1,927,060 $ 1,287,890 Net income attributable to common stockholders: Basic $ 432,552 $ 75,455 $ 1,927,060 $ 1,287,106 Diluted $ 437,095 $ 75,459 $ 1,938,812 $ 1,296,949 Net income per share: Basic $ 1.65 $ 0.30 $ 7.49 $ 5.23 Diluted $ 1.50 $ 0.28 $ 6.85 $ 4.76 Weighted-average shares of common stock used to compute net income per share: Basic 262,831 248,834 257,332 245,986 Diluted 291,958 267,440 283,165 272,239 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6 Table of Contents Coinbase Global, Inc. Condensed Consolidated Statements of Comprehensive Income (In thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 432,552 $ 75,495 $ 1,927,060 $ 1,287,890 Other comprehensive income: Translation adjustment 3,091 11,437 53,101 1,754 Income tax effect 507 ( 9 ) 488 ( 327 ) Translation adjustment, net of tax 3,598 11,428 53,589 1,427 Comprehensive income $ 436,150 $ 86,923 $ 1,980,649 $ 1,289,317 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 7 Table of Contents Coinbase Global, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (In thousands) (unaudited) Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock Shares Amount Total Balance at July 1, 2025 256,433 $ 2 $ 5,639,538 $ ( 60 ) $ 6,455,409 $ 12,094,889 Common stock issued as consideration for business combination 10,998 1 3,573,091 — — 3,573,092 Common stock issued in connection with equity awards 1,661 — 17,104 — — 17,104 Common stock withheld for net share settlement of equity awards ( 356 ) — ( 107,422 ) — — ( 107,422 ) Stock-based compensation (inclusive of capitalized stock-based compensation) — — 233,661 — — 233,661 Purchases of capped calls — — ( 224,250 ) — — ( 224,250 ) Other comprehensive income — — — 3,598 — 3,598 Net income — — — — 432,552 432,552 Balance at September 30, 2025 268,736 $ 3 $ 9,131,722 $ 3,538 $ 6,887,961 $ 16,023,224 Balance at July 1, 2024 248,337 $ 2 $ 4,816,808 $ ( 40,271 ) $ 3,594,230 $ 8,370,769 Common stock issued in connection with equity awards 1,953 — 10,738 — — 10,738 Stock-based compensation (inclusive of capitalized stock-based compensation) — — 259,692 — — 259,692 Other comprehensive income — — — 11,428 — 11,428 Net income — — — — 75,495 75,495 Balance at September 30, 2024 250,290 $ 2 $ 5,087,238 $ ( 28,843 ) $ 3,669,725 $ 8,728,122 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 8 Table of Contents Coinbase Global, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (In thousands) (unaudited) Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock Shares Amount Total Balance at January 1, 2025 253,640 $ 2 $ 5,365,990 $ ( 50,051 ) $ 4,960,901 $ 10,276,842 Common stock issued as consideration for business combination 10,998 1 3,573,091 — — 3,573,092 Common stock issued in connection with equity awards 5,225 — 76,559 — — 76,559 Common stock withheld for net share settlement of equity awards ( 1,127 ) — ( 308,803 ) — — ( 308,803 ) Stock-based compensation (inclusive of capitalized stock-based compensation) — — 649,135 — — 649,135 Purchases of capped calls — — ( 224,250 ) — — ( 224,250 ) Other comprehensive income — — — 53,589 — 53,589 Net income — — — — 1,927,060 1,927,060 Balance at September 30, 2025 268,736 $ 3 $ 9,131,722 $ 3,538 $ 6,887,961 $ 16,023,224 Balance at January 1, 2024 242,048 $ 2 $ 4,491,571 $ ( 30,270 ) $ 1,820,346 $ 6,281,649 Cumulative-effect adjustment due to the adoption of Accounting Standards Update No. 2023-08, net of tax — — — — 561,489 561,489 Common stock issued in connection with equity awards, net of stock options repurchases 8,904 — 91,372 — — 91,372 Common stock withheld for net share settlement of equity awards ( 662 ) — ( 117,225 ) — — ( 117,225 ) Stock-based compensation (inclusive of capitalized stock-based compensation) — — 725,630 — — 725,630 Purchases of capped calls — — ( 104,110 ) — — ( 104,110 ) Other comprehensive income — — — 1,427 — 1,427 Net income — — — — 1,287,890 1,287,890 Balance at September 30, 2024 250,290 $ 2 $ 5,087,238 $ ( 28,843 ) $ 3,669,725 $ 8,728,122 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 9 Table of Contents Coinbase Global, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities Net income $ 1,927,060 $ 1,287,890 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 117,312 94,523 Stock-based compensation expense 608,958 690,854 Deferred income taxes 486,498 61,075 Gains on crypto assets held for operations, net ( 10,077 ) ( 55,484 ) Gains on crypto assets held for investment, net ( 189,305 ) ( 210,902 ) (Gains) losses on investments, net ( 1,075,198 ) 15,141 Other operating activities, net 6,830 31,745 Net changes in operating assets and liabilities ( 2,510,846 ) ( 322,616 ) Net cash (used in) provided by operating activities ( 638,768 ) 1,592,226 Cash flows from investing activities Fiat loans originated ( 1,246,352 ) ( 1,270,063 ) Proceeds from repayment of fiat loans 819,455 1,075,000 Business combinations, net of cash acquired ( 687,634 ) — Purchases of crypto assets held for investment ( 679,931 ) ( 18,486 ) Dispositions of crypto assets held for investment 226,371 52,586 Other investing activities, net ( 84,292 ) ( 72,006 ) Net cash used in investing activities ( 1,652,383 ) ( 232,969 ) Cash flows from financing activities Issuances of convertible senior notes, net 2,957,135 1,246,025 Purchases of capped calls ( 224,250 ) ( 104,110 ) Customer custodial fund liabilities ( 600,398 ) ( 550,776 ) Fiat received as collateral 499,417 525,699 Fiat received as collateral returned ( 514,494 ) ( 410,438 ) Taxes paid related to net share settlement of equity awards ( 308,803 ) ( 117,225 ) Other financing activities, net 87,489 93,488 Net cash provided by financing activities 1,896,096 682,663 Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents ( 395,055 ) 2,041,920 Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents 89,868 19,664 Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period 14,610,442 9,555,429 Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 14,305,255 $ 11,617,013 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 10 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. NATURE OF OPERATIONS Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”). The Company provides a trusted platform that serves as a compliant on-ramp to the onchain economy and enables users to engage in a wide variety of activities with their crypto assets in both proprietary and third-party product experiences enabled by access to decentralized applications. The Company offers (i) consumers their primary financial account for the cryptoeconomy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain. The Company is remote-first and accordingly, does not maintain a headquarters. Substantially all of the Company’s executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in the Company’s offices or in various of the Company’s offices distributed around the world. The Company holds all of its stockholder meetings virtually. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and preparation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Condensed Consolidated Financial Statements are unaudited but have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) on the same basis as the audited Consolidated Financial Statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements. Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Condensed Consolidated Financial Statements and notes thereto. Certain prior period amounts in the Condensed Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. The unaudited Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other period and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2025 (the “Annual Report”). There were no material changes to the Company’s most significant estimates and assumptions, significant accounting policies, segment reporting, or recent accounting pronouncements that were disclosed in Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements included in the Annual Report, other than as discussed below. Recent accounting pronouncement pending adoption On September 18, 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is required to be adopted for fiscal years commencing after December 15, 2027, with early adoption permitted. ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption, based on the status of the project and whether software costs were capitalized before the date of adoption. The Company anticipates using a prospective transition approach and is evaluating the impact of adopting the standard on the Condensed Consolidated Financial 11 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Statements. Concentration of credit risk The Company’s cash and cash equivalents, restricted cash and cash equivalents, customer custodial funds, USDC, loan receivables, certain crypto assets held, accounts receivable, and deposits are potentially subject to concentration of credit risk. See below and Notes 5. Collateralized Arrangements and Financing and 7. Accounts Receivable, Net for a discussion of these risks by counterparty and type of transaction. Funds held at financial institutions Cash and cash equivalents, restricted cash and cash equivalents, and customer custodial funds are primarily placed with financial institutions which are of high credit quality. The Company holds corporate and customer custodial cash equivalents 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 trading venues, payment processors, and clearing brokers The Company holds cash, restricted cash and deposits, and crypto assets at crypto asset trading venues, payment processors, and clearing brokers, and performs a regular assessment of these venues as part of its risk management process. As of September 30, 2025, the Company held $ 216.9 million at these venues, including $ 110.8 million in cash, $ 61.1 million in crypto assets, and $ 42.6 million in restricted cash. As of December 31, 2024, the Company held $ 88.2 million in cash at these venues. USDC The Company holds USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars and issued by Circle Internet Financial, LLC (“Circle”) and its affiliate, Circle Internet Financial Europe SAS. USDC is accounted for as a financial instrument in the Condensed Consolidated Financial Statements. Circle reported that, as of September 30, 2025, underlying reserves were held in cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefit of USDC holders. 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 Condensed 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 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. 12 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 preliminarily 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 91,063 Other assets and liabilities, net ( 37,001 ) Net assets acquired $ 4,294,552 The fair values of acquired assets and liabilities have been determined on a provisional basis, primarily as it relates to intangible assets and deferred taxes, given the proximity of the acquisition to the reporting date, pending finalization of the determination of the fair values of the acquired assets and liabilities. Any changes in the fair value of the assets acquired and liabilities assumed during the measurement period (up to one year from the acquisition date) may result in adjustments to goodwill. 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 intangible asset represents the fair value of future projected cash flows that will be derived from existing customers of Deribit and was valued using the multi-period excess earnings method. The present value of projected future cash flows included significant judgment and assumptions regarding projected future revenues, attrition rates, and the discount rate. Other acquisitions During 2025, the Company completed other business combinations that were immaterial, both individually and in the aggregate. 13 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 4. REVENUE The following table presents revenue disaggregated by type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net revenue Transaction revenue Consumer, net $ 843,544 $ 483,261 $ 2,588,958 $ 2,083,245 Institutional, net 135,009 55,293 294,716 204,309 Other transaction revenue, net 67,707 33,950 189,064 142,593 Total transaction revenue 1,046,260 572,504 3,072,738 2,430,147 Subscription and services revenue Stablecoin revenue (1) 354,661 246,856 984,693 684,609 Blockchain rewards 184,647 154,815 525,774 490,883 Interest and finance fee income (2) 64,758 63,987 187,160 200,050 Other subscription and services revenue 142,658 90,435 403,034 290,527 Total subscription and services revenue 746,724 556,093 2,100,661 1,666,069 Total net revenue 1,792,984 1,128,597 5,173,399 4,096,216 Other revenue Corporate interest and other income (1) 75,709 76,596 226,797 196,175 Total other revenue 75,709 76,596 226,797 196,175 Total revenue $ 1,868,693 $ 1,205,193 $ 5,400,196 $ 4,292,391 __________________ (1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“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 three and nine months ended September 30, 2025 and 2024, one counterparty accounted for more than 10 % of total revenue in each period, as represented by Stablecoin revenue in the table above. Revenue by geographic location The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 U.S. (1) $ 1,518,794 $ 1,037,705 $ 4,516,062 $ 3,623,771 International (2) 349,899 167,488 884,134 668,620 Total revenue $ 1,868,693 $ 1,205,193 $ 5,400,196 $ 4,292,391 __________________ (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. 14 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5. COLLATERALIZED ARRANGEMENTS AND FINANCING Loans and related collateral The following table summarizes the Company’s institutional financing lending arrangements (in thousands): September 30, December 31, 2025 2024 Loan receivables Fiat loan receivables $ 809,649 $ 382,751 Crypto asset loan receivables 49,407 92,619 Total loan receivables (1) $ 859,056 $ 475,370 Customer loans not meeting recognition criteria USDC $ 57,162 $ 168,795 __________________ (1) Includes an immaterial amount of fiat and crypto asset trade finance receivables as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, the Company had four and two counterparties, respectively, each of whom accounted for more than 10 % of the Company’s recognized Loan receivables. As of both of these dates, the Company also had three counterparties, each of whom accounted for more than 10 % of the Company’s customer loans that did not meet the recognition criteria. As of September 30, 2025 and December 31, 2024, the collateral requirements for all loans outstanding, including customer loans not meeting recognition criteria, ranged from 100 % to 300 % of the fair value of the loan. No allowance, write-offs, or recoveries were recognized against loan receivables or customer loans not meeting recognition criteria during the periods presented, and none of these loans were past due. 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): September 30, 2025 December 31, 2024 Units Cost Basis Fair Value Units Cost Basis Fair Value Fiat (1) N/A N/A $ 9,563 N/A N/A $ 24,641 Bitcoin 7,597 $ 624,587 864,359 6,918 $ 414,745 647,568 Ethereum 36,750 100,767 153,023 33,130 98,787 111,445 Other crypto assets (2) — — — nm 8,065 8,471 Crypto assets held as collateral $ 725,354 1,017,382 $ 521,597 767,484 Total recognized held as collateral $ 1,026,945 $ 792,125 __________________ nm - not meaningful (1) Fiat collateral held is recognized within Cash and cash equivalents in the Condensed 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. 15 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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): September 30, December 31, 2025 2024 Fiat $ 57,149 $ 64,760 USDC 21,957 45,222 Crypto assets 601,596 178,619 Total customer collateral not recognized as collateral $ 680,702 $ 288,601 Borrowings and related collateral The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed and the associated Crypto asset borrowings (in thousands, except units): September 30, 2025 December 31, 2024 Units Cost Basis Fair Value Units Cost Basis Fair Value Crypto assets borrowed Bitcoin 1,104 $ 157,785 $ 125,966 1,923 $ 191,986 $ 179,480 Ethereum 46,357 202,925 192,193 17,413 65,213 57,989 Other crypto assets (1) nm 28,926 27,849 nm 18,701 23,583 Total borrowed $ 389,636 $ 346,008 $ 275,900 $ 261,052 Crypto asset borrowings Bitcoin 1,339 $ 157,425 $ 152,737 2,178 $ 213,096 $ 203,370 Ethereum 47,937 204,381 198,746 19,133 68,803 63,720 Other crypto assets (1) nm 36,401 35,340 nm 28,141 33,020 Total borrowings $ 398,207 $ 386,823 $ 310,040 $ 300,110 __________________ 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 or total Crypto asset borrowings, as applicable. As of September 30, 2025 and December 31, 2024, the weighted average annual fees on these borrowings were 2.8 % and 2.4 %, respectively. The fair value of the Company’s corporate assets pledged as collateral against Crypto asset borrowings consisted of the following (in thousands): September 30, December 31, 2025 2024 Assets pledged as collateral USDC $ — $ 4,009 Assets pledged as collateral not meeting derecognition criteria USDC $ 423,036 $ 329,832 16 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 6. CRYPTO ASSETS HELD FOR OPERATIONS The following table summarizes Crypto assets held for operations (in thousands, except units): September 30, 2025 December 31, 2024 Units Cost Basis Fair Value Units Cost Basis Fair Value Bitcoin 460 $ 45,316 $ 55,252 57 $ 7,814 $ 5,473 Ethereum 8,710 23,030 36,169 8,142 21,843 27,122 Solana 103,722 20,306 22,770 69,280 14,526 13,245 Other crypto assets (1) nm 34,888 46,954 nm 51,871 36,941 Total held for operations $ 123,540 $ 161,145 $ 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. 7. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following (in thousands): September 30, December 31, 2025 2024 Stablecoin revenue receivable $ 129,387 $ 85,983 Customer fee revenue receivable 37,617 39,317 Other accounts receivable 155,488 169,380 Gross accounts receivable 322,492 294,680 Less: allowance for doubtful accounts ( 14,069 ) ( 29,429 ) Total accounts receivable, net $ 308,423 $ 265,251 As of September 30, 2025 and December 31, 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): September 30, 2025 December 31, 2024 Units Cost Basis Fair Value Units Cost Basis Fair Value Bitcoin 14,548 $ 1,039,676 $ 1,659,601 6,885 $ 272,164 $ 642,738 Ethereum 148,715 368,761 616,807 115,700 260,674 385,314 Other crypto assets (1) nm 301,106 320,869 nm 347,827 524,943 Total held for investment $ 1,709,543 $ 2,597,277 $ 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. As of September 30, 2025, the Company had $ 114.5 million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2025 and 2029. 17 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 9. 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 2,864,442 Balance at September 30, 2025 $ 4,004,112 There was no impairment recognized against goodwill at the beginning or end of the periods presented, and no measurement period adjustments during the periods presented. 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 Condensed 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): September 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Amortizing intangible assets Customer relationships $ 1,072,800 $ ( 17,516 ) $ 1,055,284 14.9 $ 75,711 $ ( 65,989 ) $ 9,722 0.4 Acquired developed technology 327,200 ( 34,959 ) 292,241 5.7 30,700 ( 21,962 ) 8,738 1.6 Trade name and other 43,000 ( 702 ) 42,298 7.9 3,400 ( 3,306 ) 94 0.1 Indefinite-lived intangible assets Licenses and other 28,000 — 28,000 N/A 28,250 — 28,250 N/A Total $ 1,471,000 $ ( 53,177 ) $ 1,417,823 $ 138,061 $ ( 91,257 ) $ 46,804 The effects of amortization of Intangible assets, net on the Condensed Consolidated Statements of Operations was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Technology and development $ 9,301 $ 1,733 $ 12,998 $ 8,682 Sales and marketing 10,833 — 10,833 — General and administrative 702 4,282 7,400 13,104 Total amortization expense $ 20,836 $ 6,015 $ 31,231 $ 21,786 There were no material impairment charges associated with these assets during these periods. The Company estimates that there is no significant residual value related to these amortizing intangible assets. 18 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The expected future amortization expense for amortizing intangible assets for the 12-month period ending September 30 of the respective year, as of September 30, 2025, is as follows (in thousands): 2026 $ 135,460 2027 124,971 2028 124,384 2029 124,043 2030 123,725 Thereafter 757,240 Total expected future amortization expense $ 1,389,823 10. 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) September 30, 2025 0.50 % 2026 Convertible Notes due June 1, 2026 0.98 % $ 1,273,013 $ ( 4,932 ) $ 1,268,081 $ 1,420,428 3.38 % 2028 Senior Notes due October 1, 2028 3.57 % 1,000,000 ( 5,280 ) 994,720 950,000 0.00 % 2029 Convertible Notes due October 1, 2029 0.35 % 1,500,000 ( 20,663 ) 1,479,337 1,602,300 0.25 % 2030 Convertible Notes due April 1, 2030 0.55 % 1,265,000 ( 16,596 ) 1,248,404 1,593,900 3.63 % 2031 Senior Notes due October 1, 2031 3.77 % 737,457 ( 5,485 ) 731,972 658,180 0.00 % 2032 Convertible Notes due October 1, 2032 0.20 % 1,500,000 ( 20,986 ) 1,479,014 1,659,450 Total $ 7,275,470 $ ( 73,942 ) $ 7,201,528 $ 7,884,258 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 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”), which 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”). Sold privately to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), 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. 19 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The 2029 Convertible Notes are not redeemable before maturity and can be converted into cash, Class A common stock, or both, at an initial rate of 2.2005 shares per $1,000, equating to a conversion price of $ 454.44 per share. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2029 Indenture. 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 classifies the 2029 Convertible Notes wholly as long-term debt, as the conversion features do not require separate accounting. 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”), which 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”). Sold privately to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, 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. The 2032 Convertible Notes can be converted into cash, Class A common stock, or both, at an initial rate of 2.5327 shares per $1,000, equating to a conversion price of $ 394.84 per share. The conversion rate and conversion price are subject to customary adjustments 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. 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. Capped calls 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. 20 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 11. DERIVATIVES During the periods presented, the Company’s derivatives were all embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and none were designated as hedging instruments. Impact of derivatives on the Condensed Consolidated Balance Sheets The following table summarizes information on derivative instruments by their location in the Condensed Consolidated Balance Sheets, as measured in U.S. dollar equivalents (in thousands): Embedded Derivative Host Gross Derivative Assets Gross Derivative Liabilities Aggregate Carrying Value September 30, 2025 Accounts receivable, net (1) $ 15,804 $ 42,380 $ 2,411 $ 55,773 Crypto asset borrowings 398,207 18,218 6,834 386,823 Obligation to return collateral (1) 725,355 1,248 293,275 1,017,382 Accrued expenses and other current liabilities (1) 21,414 802 6,586 27,198 Total fair value of derivatives $ 62,648 $ 309,106 December 31, 2024 Accounts receivable, net (1) $ 16,264 $ 20,368 $ 1,811 $ 34,821 Other current assets (1) 99,265 61,304 — 160,569 Crypto asset borrowings 310,040 18,030 8,100 300,110 Obligation to return collateral (1) 526,337 2,149 243,296 767,484 Accrued expenses and other current liabilities (1) 37,428 6,814 2,708 33,322 Total fair value of derivatives $ 108,665 $ 255,915 __________________ (1) Represents the portion of the Condensed Consolidated Balance Sheets line item that is denominated in crypto assets. Impact of derivatives on the Condensed Consolidated Statements of Operations The impacts of gains (losses) on derivative instruments recognized in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Crypto asset borrowings (1) $ 19,157 $ 23,797 $ 1,454 $ ( 26,018 ) Obligation to return collateral (1) ( 19,321 ) 11,154 ( 50,880 ) 6,803 Other (2) 8,207 4,712 7,014 ( 9,921 ) Total $ 8,043 $ 39,663 $ ( 42,412 ) $ ( 29,136 ) __________________ (1) Changes in fair value are recognized in Transaction expense in the Condensed 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 (income), net or Other expense (income), net in the Condensed Consolidated Statements of Operations depending on the nature of the derivative. 21 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 12. OTHER CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS The following table presents certain other details of the Condensed Consolidated Balance Sheets (in thousands): September 30, December 31, 2025 2024 Other current assets Prepaid expenses $ 69,858 $ 88,500 Income taxes receivable 74,203 5,530 Other 40,099 183,506 Total other current assets $ 184,160 $ 277,536 Other non-current assets Software and equipment, net $ 262,591 $ 200,080 Lease right-of-use assets 136,526 81,151 Income taxes receivable 61,672 60,004 Other 52,353 33,135 Total other non-current assets $ 513,142 $ 374,370 Accrued expenses and other current liabilities Accrued payroll and payroll related expenses $ 182,843 $ 186,151 Other accrued expenses 223,200 145,369 Accounts payable 85,863 63,316 Income taxes payable 63,344 90,910 Other payables 280,218 204,390 Total accrued expenses and other current liabilities $ 835,468 $ 690,136 Other non-current liabilities Lease liabilities $ 170,108 $ 85,789 Other 35,234 3,919 Total other non-current liabilities $ 205,342 $ 89,708 Leases The Company has operating leases for corporate offices. The leases have remaining lease terms ranging from less than one year to 13 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. 22 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Maturities of lease liabilities for the 12-month period ending September 30 of the respective year, were as follows as of September 30, 2025 (in thousands): 2026 $ 23,559 2027 22,149 2028 20,328 2029 19,097 2030 22,465 Thereafter 176,839 Total lease payments 284,437 Less: imputed interest ( 92,139 ) Total lease liabilities $ 192,298 Other information related to leases were as follows: September 30, December 31, 2025 2024 Weighted-average remaining lease term (in years) 10.3 9.8 Weighted-average discount rate 6.63 % 6.36 % 13. 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): September 30, 2025 December 31, 2024 Level 1 Level 2 Level 1 Level 2 Assets Cash equivalents (1) $ 7,041,586 $ — $ 6,607,023 $ — Restricted cash equivalents (2) 2,078 — 1,415 — Customer custodial funds (3) 3,486,375 — 4,269,410 — Crypto assets held for operations 161,145 — 82,781 — Crypto asset loan receivables — 49,407 — 92,619 Crypto assets held as collateral 1,017,382 — 767,484 — Crypto assets borrowed 346,008 — 261,052 — Marketable investments (4) 1,082,681 10,714 — — Crypto assets held for investment 2,597,277 — 1,552,995 — Derivative assets (5) — 62,648 — 108,665 Total assets $ 15,734,532 $ 122,769 $ 13,542,160 $ 201,284 Liabilities Derivative liabilities (5) $ — $ 309,106 $ — $ 255,915 __________________ (1) Represents money market funds. Excludes cash of $ 1.6 billion and $ 1.9 billion as of September 30, 2025 and December 31, 2024, respectively. (2) Represents money market funds. Excludes restricted cash of $ 76.8 million and $ 37.1 million as of September 30, 2025 and December 31, 2024, respectively. (3) Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds of $ 2.2 billion and $ 1.9 billion as of September 30, 2025 and December 31, 2024, respectively. (4) Primarily represents marketable equity securities. (5) See Note 11. Derivatives for additional details. 23 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 Condensed 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 September 30, 2025 and December 31, 2024. Cumulative impairments and downward adjustments as of these dates were $ 125.0 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 because carrying values of these instruments approximate their fair values due to their liquid or short-term nature. The following financial instruments denominated in fiat or USDC, as applicable, would be based on Level 1 valuation inputs if they were recorded at fair value: cash, restricted cash, USDC, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral. The following financial instruments denominated in fiat or USDC, as applicable, would be based on Level 2 valuation inputs if they were recorded at fair value: accounts receivable, loan receivables, accounts payable, and long-term debt. The Company’s long-term debt is not measured and recorded at fair value. See Note 10. Long-Term Debt for the estimated fair value of the Company’s long-term debt. 14. STOCK-BASED COMPENSATION Stock options A summary of stock options activity, including performance-based options, is as follows (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 ( 2,295 ) 26.63 Forfeited and cancelled ( 44 ) 99.16 Balance at September 30, 2025 20,590 $ 25.31 4.5 $ 6,427,844 Exercisable at September 30, 2025 16,910 $ 25.71 4.5 $ 5,272,092 Vested and expected to vest at September 30, 2025 16,910 $ 25.71 4.5 $ 5,272,092 24 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Other awards A summary of restricted stock units, performance restricted stock units, and restricted stock (“Other Awards”) activity is as follows (in thousands, except per share data): Restricted Stock Units Performance Restricted Stock Units Restricted Stock Number of Shares Fair Value (1) Number of Shares Fair Value (1) Number of Shares Fair Value (1) Balance at January 1, 2025 2,350 $ 163.82 724 $ 55.42 340 $ 98.49 Granted 3,734 269.10 — — — — Vested ( 2,639 ) 214.36 ( 81 ) 55.42 ( 235 ) 113.75 Forfeited and cancelled ( 460 ) 221.43 — — ( 12 ) 64.51 Balance at September 30, 2025 2,985 $ 241.97 643 $ 55.42 93 $ 64.51 __________________ (1) Represents the weighted-average grant date fair value per share. Stock-based compensation The effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Statements of Operations Technology and development $ 127,253 $ 155,411 $ 352,585 $ 428,863 Sales and marketing 13,921 18,720 43,359 52,034 General and administrative 80,895 74,285 213,014 209,957 Total stock-based compensation expense $ 222,069 $ 248,416 $ 608,958 $ 690,854 Balance Sheets Other non-current assets (1) $ 11,592 $ 11,276 $ 40,177 $ 34,776 _______________ (1) Represents capitalized stock-based compensation that is recognized in Software and equipment, net and presented within this financial statement line item. See Note 12. Other Condensed Consolidated Balance Sheets Details for additional details. As of September 30, 2025, there was total unrecognized compensation cost of $ 614.3 million related to unvested restricted stock units, which is expected to be recognized over a weighted-average of 1.4 years. Unrecognized compensation cost for all other stock-based compensation awards was immaterial at at that date. 15. OTHER EXPENSE (INCOME), NET Other expense (income), net consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Losses (gains) on investments, net (1) $ 400,250 $ 478 $ ( 1,075,198 ) $ 15,141 Other ( 19,732 ) ( 40,583 ) ( 45,001 ) ( 37,024 ) Total other expense (income), net $ 380,518 $ ( 40,105 ) $ ( 1,120,199 ) $ ( 21,883 ) _______________ (1) Comprises gains and losses on both Marketable investments and Strategic investments, and excludes gains and losses on Crypto assets held for investment. Includes $ 461.0 million in unrealized net losses and $ 1.0 billion in unrealized net gains for the three and nine months ended September 30, 2025, respectively, that relate to equity securities still held at September 30, 2025. See Note 13. Fair Value Measurements for additional details. 25 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 16. INCOME TAXES The Company’s effective tax rate (“ETR”) for the three months ended September 30, 2025 and 2024 was 13.9 % and ( 10.1 )%, respectively. The ETR of 13.9 % for the three months ended September 30, 2025 was lower than the U.S. statutory rate of 21.0 %, primarily due to the Company’s deductible stock-based compensation, partially offset by state taxes. The Company’s ETR for the nine months ended September 30, 2025 and 2024 was 20.0 % and 10.9 %, respectively. The ETR of 20.0 % for the nine months ended September 30, 2025 was lower than the U.S. statutory rate of 21.0 %, primarily due to the Company’s deductible stock-based compensation, partially offset by state taxes. As of September 30, 2025, the Company had a net deferred tax asset balance of $ 324.1 million, compared to $ 941.3 million as of December 31, 2024. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Management determined that there is sufficient positive evidence to conclude that it is more likely than not that the Company’s net deferred tax asset will be fully realized. 17. 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): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerators Net income $ 432,552 $ 75,495 $ 1,927,060 $ 1,287,890 Less: net income allocated to participating shares — ( 40 ) — ( 784 ) Net income attributable to common stockholders, basic $ 432,552 $ 75,455 $ 1,927,060 $ 1,287,106 Net income $ 432,552 $ 75,495 $ 1,927,060 $ 1,287,890 Add: interest on convertible notes, net of tax 4,543 — 11,752 9,773 Less: net income allocated to participating shares — ( 36 ) — ( 714 ) Net income attributable to common stockholders, diluted $ 437,095 $ 75,459 $ 1,938,812 $ 1,296,949 Denominators WASO - basic 262,831 248,834 257,332 245,986 Weighted-average effect of potentially dilutive shares: Stock options 15,847 16,241 15,656 17,342 Convertible notes 11,319 — 8,607 6,205 Restricted stock units 1,340 1,720 985 2,073 Performance restricted stock units 536 384 454 357 Restricted stock 85 261 131 276 WASO - diluted 291,958 267,440 283,165 272,239 Net income per share attributable to common stockholders: Basic $ 1.65 $ 0.30 $ 7.49 $ 5.23 Diluted $ 1.50 $ 0.28 $ 6.85 $ 4.76 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. 26 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Equity awards (1) 3,857 7,416 3,857 7,416 Convertible notes — 7,229 — — Total 3,857 14,645 3,857 7,416 __________________ (1) Includes shares under the ESPP. 18. COMMITMENTS AND CONTINGENCIES Crypto assets and USDC on platform The Company is obligated to securely store all crypto assets and USDC that it holds in custodial products on behalf of customers. 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 September 30, 2025 and December 31, 2024. The Company holds crypto assets and USDC in custodial products on its platform on behalf of its customers totaling $ 515.9 billion and $ 404.0 billion at fair value at September 30, 2025 and December 31, 2024, respectively. These assets are not recognized in the Condensed Consolidated Balance Sheets. Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecognized liability of $ 515.9 billion and $ 404.0 billion at September 30, 2025 and December 31, 2024, respectively. Since the risk of loss is remote, the Company did not recognize a contingent liability at September 30, 2025 or December 31, 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 stockholders provides indemnity to each stockholder, their partners, members, officers, directors, and stockholders and certain of their advisors; each underwriter, if any; and each person who controls each stockholder 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 information furnished by or on behalf of such stockholder 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. 27 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies, including at the federal and state levels and internationally. 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 Condensed Consolidated Financial Statements . In July and August 2021, three purported securities class actions were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and employees, and certain venture capital and investment firms. The complaints alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act, in connection with the registration statement and prospectus filed in connection with the Direct Listing. In November 2021, these actions were consolidated and recaptioned as In re Coinbase Global Securities Litigation , and an amended complaint was f iled. T he plaintiff sought, among other relief, unspecified compensatory damages, attorneys’ fees, and costs. The Company disputed the claims and vigorously defended against them. In March 2025, the plaintiff voluntarily dismissed this action and the court entered an order closing the case. The resolution of this action did not have a material impact on the Company’s business and financial statements. The Company has subsequently received, and expects to receive in the future, similar shareholder claims. 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 Judgement 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. Based on the nature of the proceedings in this case, the outcome of this matter remains uncertain and the 28 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Company cannot estimate the potential impact, if any, on its business or financial statements at this time. The Company has subsequently received, and expects to receive in the future, similar class action claims. In December 2021, a shareholder derivative suit captioned Shin v. Coinbase Global, Inc. , was filed in New York state court against the Company and its directors, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, and seeking unspecified damages and injunctive relief. The parties have voluntarily dismissed this action and the court entered an order closing the case. The resolution of this action did not have a material impact on the Company’s business and financial statements. The Company has subsequently received, and expects to receive in the future, similar derivative claims. The Company disputes the claims in these cases and intends to vigorously defend against them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. In June 2023, the SEC filed a complaint in the District Court against the Company and Coinbase, Inc. alleging that Coinbase, Inc. acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc. offered and sold securities without registering its offers and sales in violation of Sections 5(a) and 5(c) of the Securities Act. The SEC also alleged that the Company is liable for the alleged violations as an alleged control person of Coinbase, Inc. The case was captioned SEC v. Coinbase, Inc. et al . The SEC sought, among other relief, injunctive relief, disgorgement and civil money penalties. The Company and Coinbase, Inc. filed an answer to the SEC complaint in June 2023, disputed the claims in the case, and vigorously defended against them. On August 4, 2023, the Company and Coinbase, Inc. filed a motion for judgment on the pleadings. The SEC filed its response on October 3, 2023 and the Company and Coinbase, Inc. filed their reply on October 24, 2023. Oral argument took place on January 17, 2024. On March 27, 2024, the District Court denied in part the Company and Coinbase, Inc.’s motion for judgment on the pleadings with respect to the SEC’s claims that Coinbase, Inc. operated as an unregistered securities exchange, broker, and clearing agency and engaged in an unregistered offer and sale of securities through the Company’s staking program. The District Court dismissed the SEC’s claim that Coinbase, Inc. acted as an unregistered broker through its wallet service. On April 12, 2024, the Company and Coinbase, Inc. filed a motion with the District Court seeking certification of an interlocutory appeal to the Court of Appeals. The District Court granted that motion on January 7, 2025 and stayed proceedings in the District Court. On January 17, 2025, the Company and Coinbase, Inc. filed a petition for permission to appeal to the Court of Appeals. On February 28, 2025, the SEC and the Company and Coinbase, Inc. jointly stipulated to dismissal of SEC v. Coinbase, Inc. et al. with prejudice. The case is now concluded. The resolution of the SEC’s lawsuit did not have a material impact on the Company’s business and financial statements. 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. 29 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. Other commitments During the nine months ended September 30, 2025, the Company renewed a multi-year technology services agreement, committing $ 600.0 million in total purchases over the next four years , including annual minimums ranging from $ 90.0 million to $ 130.0 million, consistent with historical commitment levels. These amounts are expensed as incurred. There were no other material changes to the Company’s non-cancelable purchase obligations during the nine months ended September 30, 2025. 19. RELATED PARTY TRANSACTIONS Revenue and Accounts receivable, net 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 revenue from related party customers of $ 3.1 million and $ 5.1 million during the three months ended September 30, 2025 and 2024, respectively, and $ 8.3 million and $ 18.7 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, Accounts receivable, net from related party customers were $ 0.5 million and $ 2.7 million, respectively. Customer custodial funds and liabilities Customer custodial funds and Customer custodial fund liabilities for related parties were $ 15.7 million and $ 44.0 million as of September 30, 2025 and December 31, 2024, respectively. O ther assets The Company made strategic investments of an aggregate of $ 1.5 million and $ 3.5 million during the three months ended September 30, 2025 and 2024, respectively, and $ 9.3 million and $ 6.8 million during the nine months ended September 30, 2025 and 2024, respectively, in investees in which certain related parties of the Company held an interest over 10%. 30 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Expenses There were no and immaterial amounts of professional and consulting services provided by entities affiliated with related parties during the three and nine months ended September 30, 2025, respectively, compared to $ 0.2 million and $ 1.6 million, respectively, during the same periods in 2024. 20. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Changes in operating assets and liabilities affecting cash were as follows (in thousands): Nine Months Ended September 30, 2025 2024 USDC $ ( 2,441,455 ) $ ( 294,104 ) Income taxes, net ( 142,348 ) ( 19,341 ) Other current and non-current assets ( 64,958 ) ( 40,826 ) Other current and non-current liabilities 137,915 31,655 Net changes in operating assets and liabilities $ ( 2,510,846 ) $ ( 322,616 ) The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands): September 30, 2025 2024 Cash and cash equivalents $ 8,676,275 $ 7,723,806 Restricted cash and cash equivalents 78,867 31,881 Customer custodial cash and cash equivalents 5,550,113 3,861,326 Total cash, cash equivalents, and restricted cash and cash equivalents $ 14,305,255 $ 11,617,013 The following is a supplemental schedule of non-cash investing and financing activities (in thousands): Nine Months Ended September 30, 2025 2024 Non-cash consideration paid for business combinations $ 3,573,092 $ — Crypto assets borrowed 2,326,401 353,325 Crypto assets borrowed repaid 2,238,233 176,990 Crypto assets received as collateral 1,988,879 2,791,949 Crypto assets received as collateral returned 1,789,861 2,439,342 Crypto asset loan receivables originated 1,853,095 1,244,113 Crypto asset loan receivables repaid 1,899,592 1,230,544 Additions of crypto asset investments 176,645 5,981 Cumulative-effect adjustment due to the adoption of ASU No. 2023-08 — 561,489 The following is a supplemental schedule of cash paid for income taxes (in thousands): Nine Months Ended September 30, 2025 2024 Cash paid during the period for income taxes, net of refunds $ 147,999 $ — Cash paid during the period for income taxes (prior to ASU No. 2023-09) — 113,107 31 Table of Contents Coinbase Global, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 21. SUBSEQUENT EVENTS On October 8, 2025, the Company acquired all of the outstanding equity interests of Gm Echo Ltd (“Echo”), an onchain capital raising platform, for cash consideration of $ 150 million and 653,744 shares of the Company’s Class A common stock, a portion of which is subject to deferral over a multi-year period. Prior to the acquisition, the Company held a minority stake in Echo. Due to the limited amount of time since closing the transaction, the preliminary allocation of the purchase price is not yet complete. The initial purchase price allocation will be provided within the Company’s Annual Report on Form 10-K for the year ending December 31, 2025. In October 2025, the Company entered into definitive agreements to acquire non-controlling interests in entities, over which the Company will not have the ability to exercise significant influence over the entities’ operating and financial policies, for an aggregate of up to approximately $ 390 million. In October 2024, the Company’s board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $ 1.0 billion of the Company’s outstanding Class A common stock without expiration and in October 2025, the Company’s board of directors (i) increased the aggregate repurchase authorization under the program from $ 1.0 billion to $ 2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of 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 September 30, 2025, no securities have been repurchased under the Repurchase Program. ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) . Th e following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q . Unless otherwise expressly stated or the context otherwise requires, references to “we,” “ou r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 2, two numbers presented consecutively represent figures for the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024, respectively, unless otherwise noted. Executive Overview This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10-Q. During the third quarter of 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally. We completed the acquisition of Deribit in August, which we believe will play 32 Table of Contents a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S. perpetual futures. We continue to scale payments with USDC, which reached an all-time high in market capitalization, new partnerships, and crypto rewards for purchases through the Coinbase One Card. For the three and nine months ended September 30, 2025, our net revenue was $1.8 billion and $5.2 billion, respectively, including $1.0 billion and $3.1 billion in transaction revenue and $746.7 million and $2.1 billion in subscription and services revenue. For the same periods in 2024, our net revenue was $1.1 billion and $4.1 billion, respectively, including $572.5 million and $2.4 billion in transaction revenue and $556.1 million and $1.7 billion in subscription and services revenue. For the three and nine months ended September 30, 2025, our net income was $432.6 million and $1.9 billion, and Adjusted EBITDA was $800.7 million and $2.2 billion. For the same periods in 2024, our net income was $75.5 million and $1.3 billion, and Adjusted EBITDA was $448.6 million and $2.1 billion. Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. In the fourth quarter of 2025, we expect technology and development and general and administrative expenses to increase as compared to the third quarter of 2025, primarily driven by a full fourth quarter of Echo and Deribit expenses and headcount growth. Additionally, we expect sales and marketing expenses to generally be in line with the third quarter of 2025, reflecting inclusion of a full fourth quarter of Deribit expenses, and dependent on USDC balances in Coinbase products and performance marketing opportunities throughout the quarter. Key Business Metrics In addition to the measures presented in our Condensed Consolidated Financial Statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions: Three Months Ended September 30, Change Nine Months Ended September 30, Change 2025 2024 % 2025 2024 % MTUs (1) (in millions) 9.3 7.8 19 9.2 8.0 15 Assets on Platform (2) (in billions) $ 516 $ 264 95 $ 516 $ 264 95 Trading Volume (in billions) $ 295 $ 185 59 $ 925 $ 723 28 Net income (in millions) $ 433 $ 75 477 $ 1,927 $ 1,288 50 Adjusted EBITDA (3) (in millions) $ 801 $ 449 78 $ 2,243 $ 2,058 9 _____________ (1) MTUs for the three month period r epresent quarterly MTUs, which are calculated as the average of each month’s MTUs in each respective quarter. MTUs fo r the nine month period are calculated as the average of the quarterly MTUs within the period. (2) Represents Assets on Platform as of September 30, 2025 and 2024. (3) S ee the section titled “ Non-GAAP Financial Measure ” below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors. Monthly Transacting Users We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate both transaction revenue and subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior. 33 Table of Contents MTUs increased for the three and nine months ended September 30, 2025 as compared to 2024, primarily due to an increase in trading users, influenced by overall crypto market sentiment and activity, including higher average prices for certain crypto assets. Assets on Platform We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of USDC and crypto assets held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the cryptoeconomy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of USDC, staking, custody, and institutional financing, when customers use these assets to engage with these products and services. The following table sets forth the value of AOP by asset (in thousands, except percentages): September 30, 2025 September 30, 2024 Change % Bitcoin $ 331,888,856 $ 143,175,731 132 Ethereum 77,429,660 41,869,410 85 XRP 25,833,007 3,836,125 573 Solana 22,757,398 17,865,901 27 USDC 9,012,935 4,738,829 90 Other crypto assets (1) 49,020,050 52,598,759 (7) Total $ 515,941,906 $ 264,084,755 95 __________________ (1) Includes various other crypto asset balances, none of which individually represented more than 5% of total AOP. AOP at September 30, 2025 increased as compared to September 30, 2024, primarily reflecting higher Bitcoin AOP, including $114.8 billion of growth attributable to price and $73.9 billion of growth attributable to units. Separately, we attribute the growth in USDC AOP primarily to our USDC rewards program, combined with deeper integration of USDC across our products. Trading Volume We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement. Trading Volume does not include derivatives volume on our platform or trades executed on third-party venues. Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed. As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the cryptoeconomy. Institutions incur lower fees per transaction than consumers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume. Generally, Trading Volume on our platform is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume. In periods of high crypto asset prices and crypto asset volatility, we have generally experienced correspondingly high levels of Trading Volume. In recent quarters, we have also seen market events, product announcements, and competition as influential factors. 34 Table of Contents Three Months Ended September 30, Change Nine Months Ended September 30, Change 2025 2024 % 2025 2024 % Trading Volume (in billions) Consumer $ 59 $ 34 74 $ 180 $ 127 42 Institutional 236 151 56 745 596 25 Total Trading Volume $ 295 $ 185 59 $ 925 $ 723 28 Trading Volume by crypto asset Bitcoin 24 % 37 % (35) 27 % 35 % (23) Ethereum 22 15 47 15 14 7 XRP 9 2 350 10 2 400 USDT 3 15 (80) 8 11 (27) Other crypto assets (1) 42 31 35 40 38 5 Total 100% 100% 100% 100% ____________________________________ (1) Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume. For the three and nine months ended September 30, 2025 as compared to 2024, Trading Volume increased primarily reflecting an increase of 66% and 27% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges), as well as due to increases in our share of this market volume for the crypto assets that comprise the majority of our Trading Volume. These increases were offset in part by a decrease of $39.7 billion and $34.9 billion attributed to a decline in our share of stablecoin pair market volume driven by an intentional pricing change made in March of 2025 as we evolved our stablecoin strategy. Results of Operations Comparison of the three and nine months ended September 30, 2025 and 2024 Revenue For the three and nine months ended September 30, 2025, we generated 81% and 84% of total revenue in the U.S. For the three and nine months ended September 30, 2024, we generated 86% and 84% of total revenue in the U.S. No other country accounted for more than 10% of total revenue during the periods presented. International revenue comprised mainly transaction revenue in all periods presented. Transaction revenue Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Consumer, net $ 843,544 $ 483,261 $ 360,283 75 $ 2,588,958 $ 2,083,245 $ 505,713 24 Institutional, net 135,009 55,293 79,716 144 294,716 204,309 90,407 44 Other transaction revenue, net 67,707 33,950 33,757 99 189,064 142,593 46,471 33 Total transaction revenue $ 1,046,260 $ 572,504 $ 473,756 83 $ 3,072,738 $ 2,430,147 $ 642,591 26 % of net revenue 58 51 59 59 Transaction revenue increased for the three and nine months ended September 30, 2025 as compared to 2024, due primarily to: • an increase in consumer transaction revenue driven by: ◦ an increase of $373.7 million and $839.0 million attributed to a 74% and 42% increase in consumer Trading Volume; which for the nine month comparative period, was offset in part by 35 Table of Contents ◦ a decrease of $333.3 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple to Advanced trading, as well as growth in Trading Volume from Coinbase One users; and • an increase in institutional transaction revenue driven primarily by: ◦ an increase of $55.1 million and $69.1 million attributed to derivatives trading, due mainly to the acquisition of Deribit; and ◦ an increase of $26.3 million and $45.5 million attributed to 56% and 25% growth in institutional Trading Volume. There were no material changes to note within other transaction revenue. The percentage of transaction revenue from trading on our platform by crypto asset was as follows: Three Months Ended September 30, Change Nine Months Ended September 30, Change 2025 2024 % 2025 2024 % Bitcoin 24% 35% (31) 26% 32% (19) XRP 14 6 133 15 3 400 Ethereum 17 16 6 12 15 (20) Solana 7 11 (36) 8 6 33 Other crypto assets (1) 38 32 19 39 44 (11) Total 100% 100% 100% 100% ____________________________________ (1) Includes various other crypto assets, none of which individually represented more than 10% of our total transaction revenue. Subscription and services revenue Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Stablecoin revenue $ 354,661 $ 246,856 $ 107,805 44 $ 984,693 $ 684,609 $ 300,084 44 Blockchain rewards 184,647 154,815 29,832 19 525,774 490,883 34,891 7 Interest and finance fee income 64,758 63,987 771 1 187,160 200,050 (12,890) (6) Other subscription and services revenue 142,658 90,435 52,223 58 403,034 290,527 112,507 39 Total subscription and services revenue $ 746,724 $ 556,093 $ 190,631 34 $ 2,100,661 $ 1,666,069 $ 434,592 26 % of net revenue 42 49 41 41 Subscription and services revenue increased for the three and nine months ended September 30, 2025 as compared to 2024, reflecting: • increases in stablecoin revenue of: ◦ $107.1 million and $310.4 million due to higher average USDC balances held in Coinbase products 1 , on which we earn the vast majority of the interest on the associated reserves; and ◦ $79.6 million and $218.9 million due to higher average USDC off-platform balances, on which we earn varying percentages depending on where the USDC is held; offset in part by 1 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products. 36 Table of Contents ◦ a decrease of $79.8 million and $225.6 million due to lower average interest rates, which declined 93 and 95 basis points; • increases in blockchain rewards for the three months ended comparative period, driven by higher average crypto asset prices, primarily for Ethereum and Solana; and • an increase in other subscription and services revenue, primarily due to growth of Coinbase One, reflecting a higher number of paid subscribers. There were no material changes to note within interest and finance fee income. Other revenue Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Corporate interest and other income $ 75,709 $ 76,596 $ (887) (1) $ 226,797 $ 196,175 $ 30,622 16 Total other revenue $ 75,709 $ 76,596 $ (887) (1) $ 226,797 $ 196,175 $ 30,622 16 Other revenue changed for the three and nine months ended September 30, 2025 as compared to 2024, largely reflecting an increase of $22.7 million and $73.7 million due to higher average cash and cash equivalents balances, offset by lower average interest rates earned on these balances, which declined 114 and 98 basis points. Operating expenses Certain prior period amounts have been reclassified to conform to the current period presentation. Transaction expense Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Blockchain rewards fees $ 119,043 $ 107,576 $ 11,467 11 $ 328,221 $ 327,430 $ 791 — Transaction rebates and commissions 42,193 17,679 24,514 139 188,640 48,460 140,180 289 Payment processing and account verification 53,487 30,501 22,986 75 159,464 100,630 58,834 58 Transaction reversal losses 28,983 11,388 17,595 155 96,682 35,790 60,892 170 Other 9,612 4,637 4,975 107 28,598 68,355 (39,757) (58) Total transaction expense $ 253,318 $ 171,781 $ 81,537 47 $ 801,605 $ 580,665 $ 220,940 38 % of net revenue 14 15 15 14 Transaction expense increased for the three and nine months ended September 30, 2025 as compared to 2024, reflecting: • higher transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, driven by growth in volume; • an increase in payment processing fees, due primarily to increased volumes of payments processed; and • an increase in transaction reversal losses primarily driven by higher transaction volume; which for the nine month comparative period, was offset in part by • a decrease in blockchain transaction fees within other, primarily due to lower average Ethereum gas fees. 37 Table of Contents There were no material changes to note within blockchain rewards fees. Technology and development Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Employee-related $ 271,440 $ 271,272 $ 168 — $ 749,843 $ 790,475 $ (40,632) (5) Website hosting and infrastructure 84,885 60,600 24,285 40 228,468 167,097 61,371 37 Amortization, depreciation, and impairment 37,138 27,489 9,649 35 103,735 89,798 13,937 16 Other 37,122 18,079 19,043 105 91,229 52,191 39,038 75 Total technology and development $ 430,585 $ 377,440 $ 53,145 14 $ 1,173,275 $ 1,099,561 $ 73,714 7 % of net revenue 24 33 23 27 Technology and development expenses increased for the three and nine months ended September 30, 2025 as compared to 2024, reflecting: • changes in employee-related expenses driven by lower stock-based compensation expense (see Note 14. Stock-Based Compensation of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details) primarily associated with non-recurring awards, offset in part by an increase due to higher average headcount supporting international expansion and new product initiatives; and • an increase in website hosting and infrastructure expenses driven by increased capacity to support activity on our platform. There were no material changes to note within amortization, depreciation, and impairment, or other. Sales and marketing Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Marketing programs $ 88,148 $ 55,068 $ 33,080 60 $ 283,140 $ 148,405 $ 134,735 91 USDC rewards 111,570 61,614 49,956 81 314,125 144,739 169,386 117 Employee-related 37,309 39,805 (2,496) (6) 103,084 113,655 (10,571) (9) Other 23,245 8,283 14,962 181 43,451 21,818 21,633 99 Total sales and marketing $ 260,272 $ 164,770 $ 95,502 58 $ 743,800 $ 428,617 $ 315,183 74 % of net revenue 15 15 14 10 Sales and marketing expenses increased for the three and nine months ended September 30, 2025 as compared to 2024, primarily due to: • an increase in marketing program expenses largely due to higher digital advertising and brand spend, including corporate sponsorships and go-to-market efforts; and • an increase in USDC rewards primarily reflecting growth in average customer USDC balances held in Coinbase products 2 as we continue to integrate USDC across our products. There were no material changes to note within employee-related or other. 2 Comprises USDC held on behalf of customers in eligible Coinbase products. 38 Table of Contents General and administrative Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Employee-related $ 183,869 $ 154,519 $ 29,350 19 $ 498,667 $ 460,420 $ 38,247 8 Professional services 76,690 48,444 28,246 58 205,876 138,374 67,502 49 Customer support (1) 44,953 31,263 13,690 44 169,998 79,432 90,566 114 Other 112,934 96,161 16,773 17 291,958 259,512 32,446 13 Total general and administrative $ 418,446 $ 330,387 $ 88,059 27 $ 1,166,499 $ 937,738 $ 228,761 24 % of net revenue 23 29 23 23 ____________________________________ (1) Excludes employee-related and professional services expenses. General and administrative expenses increased for the three and nine months ended September 30, 2025 as compared to 2024, primarily due to: • an increase in employee-related expenses primarily due to higher average headcount; • an increase in professional services due to increased use of legal advisory services, including those relating to business combinations and strategic investments; and • an increase in customer support costs as a result of increased capacity needs and enhancement of our customer service function. There were no material changes to note within other. Gains on crypto assets held for operations, net Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Gains on crypto assets held for operations, net $ (35,740) $ (142) $ (35,598) nm $ (10,077) $ (55,484) $ 45,407 (82) _________________ nm - not meaningful Changes in gains on crypto assets held for operations, net resulted primarily from holding these assets during periods of increasing crypto asset prices. Though both gross inflows and outflows of these assets were $0.3 billion and $1.1 billion during the three and nine months ended September 30, 2025, and $0.2 billion and $1.3 billion during the same periods in 2024, gains and losses on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt. Other operating expense (income), net Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Platform-related incidents $ 47,976 $ — $ 47,976 nm $ 355,350 $ 32,598 $ 322,752 990 Other 13,304 (8,556) 21,860 (255) 8,056 (4,395) 12,451 (283) Total other operating expense (income), net $ 61,280 $ (8,556) $ 69,836 (816) $ 363,406 $ 28,203 $ 335,203 nm __________________ nm - not meaningful 39 Table of Contents Other operating expense (income), net increased for the three and nine months ended September 30, 2025 as compared to 2024, primarily due to losses directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs. There were no other material changes to note within other operating expense (income), net. Interest expense Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Interest expense $ 21,774 $ 20,530 $ 1,244 6 $ 62,820 $ 60,108 $ 2,712 5 There were no material changes to note within interest expense. (Gains) losses on crypto assets held for investment, net Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % (Gains) losses on crypto assets held for investment, net $ (423,903) $ 120,507 $ (544,410) (452) $ (189,305) $ (210,902) $ 21,597 (10) Changes in (gains) losses on crypto assets held for investment, net during all periods presented resulted primarily from fair value remeasurement of these assets, mainly Bitcoin and Ethereum. The impact of these changes in fair value expanded beginning late in the first quarter of 2025 as we have actively increased our investment in Bitcoin since then. Other expense (income), net Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Losses (gains) on investments, net $ 400,250 $ 478 $ 399,772 nm $ (1,075,198) $ 15,141 $ (1,090,339) nm Other (19,732) (40,583) 20,851 (51) (45,001) (37,024) (7,977) 22 Total other expense (income), net $ 380,518 $ (40,105) $ 420,623 nm $ (1,120,199) $ (21,883) $ (1,098,316) nm __________________ nm - not meaningful Other expense (income), net changed for the three and nine months ended September 30, 2025 as compared to 2024, due primarily to the fair value remeasurement of our investment in Circle Internet Group, Inc. following its initial public offering in June 2025. There were no material changes to note within other. Provision for (benefit from) income taxes Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands, except %) 2025 2024 $ % 2025 2024 $ % Provision for (benefit from) income taxes $ 69,591 $ (6,914) $ 76,505 nm $ 481,312 $ 157,878 $ 323,434 205 _________________ nm - not meaningful 40 Table of Contents For the three months ended September 30, 2025 as compared to 2024, the increase in provision for (benefit from) income taxes was primarily due to higher pretax income, partially offset by higher tax benefits from stock-based compensation. For the nine months ended September 30, 2025 as compared to 2024, the increase in provision for (benefit from) income taxes was primarily due to higher pretax income and lower tax benefits from stock-based compensation. 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. We do not expect OBBB to have a material impact on our effective tax rate and net deferred tax asset balance in 2025. Non-GAAP Financial Measure In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare this measure and component adjustments to similar information provided by peer companies and our past financial performance; provides additional company-specific adjustments for certain items that may be included in income from operations but that we do not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations, revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example: • We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to period and may not directly correlate to the underlying performance of our business operations. • We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other expense (income), net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, and (iii) losses directly related to the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are based on transactions on our platform and the sales of subscriptions and services. • We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other expense (income), net, and provision for (benefit from) income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. Limitations of Adjusted EBITDA We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather 41 Table of Contents than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes: • provision for (benefit from) income taxes; • interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; • depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; • stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • losses directly related to the Data Theft Incident; • net gains or losses on our crypto assets held for investment; and • other expense (income), net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net income, and not to rely on any single financial measure to evaluate our business. The following table provides a reconciliation of net income to Adjusted EBITDA (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 432,552 $ 75,495 $ 1,927,060 $ 1,287,890 Adjusted to exclude the following: Provision for (benefit from) income taxes 69,591 (6,914) 481,312 157,878 Interest expense 21,774 20,530 62,820 60,108 Depreciation and amortization 50,078 30,695 117,312 94,523 Stock-based compensation expense 222,069 248,416 608,958 690,854 Data Theft Incident losses 47,976 — 354,630 — (Gains) losses on crypto assets held for investment, net (423,903) 120,507 (189,305) (210,902) Other expense (income), net (1) 380,518 (40,105) (1,120,199) (21,883) Adjusted EBITDA $ 800,655 $ 448,624 $ 2,242,588 $ 2,058,468 __________________ (1) See Note 15. Other Expense (Income), Net of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Liquidity and Capital Resources There have been no material changes to our liquidity and capital resources from those presented in the Annual Report, other than those described below. We continue to believe our existing cash and cash equivalents and USDC will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. Our ability to meet our requirements and plans for cash, including 42 Table of Contents meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and USDC and with future cash flows from operations, and potential future equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operation s. Cash and cash equivalents and USDC Our cash and cash equivalents and USDC balances consisted of the following (in thousands): September 30, December 31, 2025 2024 Cash and cash equivalents Cash equivalents (1) $ 7,041,586 $ 6,607,023 Cash held at financial institutions 1,523,895 1,848,700 Cash held at venues 110,794 88,180 Total cash and cash equivalents $ 8,676,275 $ 8,543,903 USDC (2) USDC not loaned or pledged as collateral $ 3,216,243 $ 743,181 USDC pledged as collateral (3) 423,036 329,832 USDC loaned (3) 57,162 168,795 Total USDC $ 3,696,441 $ 1,241,808 __________________ (1) Cash equivalents consists of money market funds. (2) USDC is a stablecoin redeemable on a one-to-one basis for U.S. dollars. While not accounted for as cash or cash equivalents, we treat our USDC holdings as a liquidity resource. (3) USDC pledged as collateral represents assets pledged as collateral against our crypto asset borrowings, which do not meet the criteria for derecognition from our Condensed Consolidated Balance Sheets. USDC loaned represents loaned assets that do not meet the criteria for derecognition from our Condensed Consolidated Balance Sheets. See Note 5. Collateralized Arrangements and Financing of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Long-term debt and other contractual obligations During the quarter ended June 30, 2025, we reclassified our 2026 Convertible Notes due on June 1, 2026 from non-current liability to current liability. In August 2025, we issued an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2032, unless converted, repurchased, or redeemed on an earlier date, and an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2029, unless converted or repurchased on an earlier date. See Note 10. Long-Term Debt of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. In August 2025, Moody’s Ratings announced an upgrade of our ratings from B2 to B1 for corporate family and from B1 to Ba2 for guaranteed senior unsecured notes. As of September 30, 2025, our primary contractual obligation remained long-term debt, of which we held $7.3 billion in aggregate principal amount, including $1.3 billion that is due within the next 12 months and classified as a current liability. Our other contractual obligations increased materially over those as of December 31, 2024, primarily due to entry into office leases and renewal of a multi-year technology services agreement. These 43 Table of Contents obligations arise in the normal course of business and represent material cash requirements. See Note 12. Other Condensed Consolidated Balance Sheets Details , for additional details on leases, and Note 18. Commitments and Contingencies , for additional details on non-cancelable purchase obligations, of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Crypto assets We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of September 30, 2025, we held the following crypto assets: $161.1 million held for operations, $1.0 billion held as collateral, $346.0 million that were borrowed, and $2.6 billion held for investment. Customer assets and liabilities Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers. We also securely store additional customer AOP that we do not recognize in our Condensed Consolidated Balance Sheets. We do not use customer crypto assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent. Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of September 30, 2025, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date. Capital requirements Although currently we are not supervised by any federal banking agency, and our trading platform is not an SEC-regulated national securities exchange or alternative trading system, we operate globally in a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations enacted by U.S. federal, state, and local and foreign governments and regulatory authorities. These rules and regulations govern how we manage our liquidity, operations, and capital structure. Additionally, we and our subsidiaries hold licenses to operate as trust companies, money transmitters, and derivatives exchanges, or equivalents, requiring compliance with strict safeguards for customer funds and crypto assets, as well as capital and net worth requirements. For more information, see Part I, Item 1. “Business–Government Regulations” in the Annual Report as well as Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q. In certain jurisdictions, we are required to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law, at a level equal to at least 100% of the aggregate amount of all customer custodial fund liabilities. Eligible liquid assets can include cash, cash equivalents, customer custodial funds, and in-transit customer receivables. As of September 30, 2025, our eligible liquid assets were greater than the aggregate amount of customer custodial fund liabilities. 44 Table of Contents Additionally, certain of our subsidiaries are subject to regulatory capital requirements that involve quantitative measures of USDC and crypto asset transactions, as well as USDC and crypto assets under custody. As of September 30, 2025, in aggregate, these subsidiaries were compliant with associated capital requirements of approximately $1.9 billion, which were met by a combination of corporate cash and cash equivalents and certain crypto assets held. Cash flows The following table summarizes our Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2025 2024 Net cash (used in) provided by operating activities $ (638,768) $ 1,592,226 Net cash used in investing activities (1,652,383) (232,969) Net cash provided by financing activities 1,896,096 682,663 Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents $ (395,055) $ 2,041,920 Change in customer custodial cash and cash equivalents $ (477,907) $ (531,760) Operating activities Our largest source of cash provided by operating activities are revenues generated from transaction fees. Our primary uses of cash in operating activities include payments to employees for compensation, marketing programs, website hosting and infrastructure services, and professional services. Net cash (used in) provided by operating activities decreased by $2.2 billion for the nine months ended September 30, 2025 as compared to 2024 primarily due to: • a $2.1 billion increase in cash used to purchase USDC, reflecting higher customer demand and to provide liquidity for future customer demand; • $253.4 million in cash used in 2025 related to the Data Theft Incident, for which impacted customers were voluntarily reimbursed; and • an overall increase in other cash expenses as we continue to grow our business; offset in part by • cash provided as a result of the $1.1 billion increase in total revenue. Investing activities Net cash used in investing activities increased by $1.4 billion for the nine months ended September 30, 2025 as compared to 2024 as we invested more of our available cash, including: • $687.6 million in net cash used for business combinations in 2025, primarily due to the completion of the Deribit acquisition in August; • a $487.7 million increase in cash used for net purchases of crypto assets held for investment; and • a $231.8 million increase in cash used for the origination of fiat loans, net of repayments, reflecting higher demand for institutional financing products. Financing activities Net cash provided by financing activities increased by $1.2 billion for the nine months ended September 30, 2025 as compared to 2024 primarily due to: • a $1.6 billion net increase in proceeds from long-term debt, driven by the August 2025 issuance of our 2029 Convertible Notes and 2032 Convertible Notes, offset in part by prior year proceeds 45 Table of Contents from the issuance of our 2030 Convertible Notes, less cash paid for associated capped calls; offset in part by • a $191.6 million increase in cash used to pay taxes related to net share settlement of equity awards. Critical Accounting Estimates Our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of our Condensed Consolidated Financial Statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected. There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in the Annual Report. Recent accounting pronouncements See Note 2. Summary of Significant Accounting Policies of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report. ITEM 3 . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk to our Condensed Consolidated Financial Statements associated with the effect of changes in market factors, including risks associated with interest rates, foreign currency, derivatives, equity inv estments, and crypto assets. These assets, liabilities, and equities are held for purposes other than trading, except for our marketable investments which are available for trading subject to any associated lock up. There have been no material changes to our market risk exposures from the information presented in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2024 except for our market risk exposure on our crypto assets held for investment and on our marketable investments. Market Risk of Crypto Assets Though the nature of this exposure and the overall implied volatility of the crypto assets underlying this exposure have not changed since December 31, 2024, the number of units we hold and the price of the assets have changed, resulting in a material change in the result of our sensitivity analysis. Crypto assets held for investment are primarily held long term, and historically, we have not attempted to reduce our market risk exposure associated with these crypto assets. Crypto asset prices have been volatile, as demonstrated by the one year historical volatility of Bitcoin and Ethereum of approximately 50% implied from the annualized standard deviation of daily price returns observed in the past 24 months. A hypothetical 50% increase or decrease in crypto assets prices as of September 30, 2025 and December 31, 2024 would result in a $1.3 billion and $776.5 million impact, respectively, to the value of our Crypto assets held for investment and would have been recorded as gains or losses in our Condensed Consolidated Statements of Operations. The increase in the hypothetical gains or losses since December 31, 2024 primarily reflects changes in the prices of Bitcoin and Ethereum and an increase in the units of each that we hold, as we increased our investment in crypto assets during the nine months ended September 30, 2025, deploying available cash. 46 Table of Contents Other Investment Risk Marketable Investment Risk We hold marketable investments measured and recorded at fair value on a recurring basis, exposing us to risk that the fair value of these securities will decline due to changes in market prices. These marketable investments are available for trading subject to any associated lock up. We have not attempted to reduce our market risk exposure associated with these investments. As of September 30, 2025, our marketable investments were $1.1 billion. No marketable investments were held as of December 31, 2024. Adjustments to the fair value of these investments, as well as realized gains on sales of these investments, are recorded in Other expense (income), net in our Condensed Consolidated Statements of Operations. See Note 13. Fair Value Measurements and Note 15. Other Expense (Income), Net for additional details. Changes in market prices of our marketable investments could materially impact our future results of operations and cash flows, the impact of which is difficult to predict as it depends on market factors that we cannot forecast with reliable accuracy, including due to lack of extended price history for our largest holding as the entity recently entered the public market, and its high price volatility since public debut. In addition, this holding, which comprises nearly all of our marketable investments at September 30, 2025, is subject to standard post-initial public offering restrictions as to disposition, limiting our flexibility to change strategy with respect to this holding based on changes in market conditions or other circumstances. The restriction for the vast majority of these securities ends on the earlier of (i) the date that is the second trading day after the entity publicly announces its earnings for the quarter ended September 30, 2025 and (ii) December 1, 2025. If an adverse 10% fair value remeasurement was applied to our marketable investment holdings as of September 30, 2025, it would result in a $109.3 million loss within Other expense (income), net in our Condensed Consolidated Statements of Operations. ITEM 4 . 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 September 30, 2025 . Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025 , our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. 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 47 Table of Contents 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. PART II. OTHER INFORMATION ITEM 1 . LEGAL PROCEEDINGS For a description of material legal proceedings in which we are involved, see Note 18. Commitments and Contingencies of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. However, we are subject to regulatory oversight by numerous state, federal, and foreign regulators and we are and we may become subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business. For example, we have received investigative subpoenas and other inquiries from various state agencies and attorneys general for documents and information pertaining to our business practices and policies, customer complaints, asset launches, certain ongoing litigation, and certain transfers of crypto assets. In addition, we have received investigative subpoenas from the SEC and similar subpoenas and demand letters from various regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including our processes for listing assets, the classification of certain listed assets, our staking programs, and our stablecoin and yield-generating products. We intend to cooperate fully with such investigations. These examples are not exhaustive. ITEM 1A . RISK FACTORS Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Condensed Consolidated Financial Statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories. The market price of our Class A common stock could decline, and you could lose part or all of your investment due to any of these risks. 48 Table of Contents The Most Material Risks Related to Our Business and Financial Position Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto. Due to the highly volatile nature of the cryptoeconomy and the prices of crypto assets, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptoeconomy. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: • crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; • our ability to attract, maintain, grow, and engage our customer and developer base; • changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees; • regulatory changes or scrutiny that impact our ability to offer certain products or services; • our ability to continue to diversify and grow our subscription and services revenue; • our mix of revenue between transaction and subscription and services; • pricing for, or temporary suspensions of, our products and services; • adding crypto assets to, or removing from, our platform; • our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; • fluctuations in the market values of our strategic investments; • market conditions of, and overall sentiment towards, the cryptoeconomy; • macroeconomic conditions, including interest rates, inflation, changes in tariffs and trade restrictions, and instability in the global banking system; • adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; • the development and introduction of existing and new products and services by us or our competitors; • the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services, as well as technology offered to our developers, international expansion, and sales and marketing; • system failures, outages or interruptions, including with respect to our platform and third-party crypto networks; • our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses; • breaches of security or privacy; • inaccessibility of our platform due to our or third-party actions; • our ability to attract and retain talent; and • our ability to compete with our competitors. 49 Table of Contents