SEC EDGAR · 10-Q

10-Q – 2026-07-30 – coin-20260630.htm

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Omsättning

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 44
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;
• market acceptance of our products and services; | • our ability to continue to diversify and grow our subscription and services revenue, including our stablecoin revenue, and the impact of interest rate changes on such revenue; | • the growth and regulatory treatment of our derivatives trading and event contract products;
• 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;
• 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 metrics used to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions;
2026 2025 2026 2025 | Revenue: | Net revenue $ 1,154,301 $ 1,396,513 $ 2,493,649 $ 3,333,334
Revenue: | Net revenue $ 1,154,301 $ 1,396,513 $ 2,493,649 $ 3,333,334 | Other revenue 65,767 100,695 139,401 198,169
Net revenue $ 1,154,301 $ 1,396,513 $ 2,493,649 $ 3,333,334 | Other revenue 65,767 100,695 139,401 198,169 | Total revenue 1,220,068 1,497,208 2,633,050 3,531,503

EBITDA

For the three and six months ended June 30, 2026, our net revenue was $1.2 billion and $2.5 billion, including $599.2 million and $1.4 billion in transaction revenue and $555.1 million and $1.1 billion in subscription and services revenue. For the same periods in 2025, our net revenue was $1.4 billion and $3.3 billion, including $764.3 million and $2.0 billion in transaction revenue and $632.2 million and $1.3 billion in subscription and services revenue. | For the three and six months ended June 30, 2026, our net loss was $359.5 million and $753.6 million, and Adjusted EBITDA was $207.8 million and $511.1 million. For the same periods in 2025, our net income was $1.4 billion and $1.5 billion, and Adjusted EBITDA was $512.1 million and $1.4 billion. | Assets on Platform (“AOP”) were $245.9 billion and $425.0 billion at June 30, 2026 and 2025, respectively. The decrease in AOP primarily reflects a $196.5 billion decline driven primarily by the decline in prices of certain crypto assets held on our platform, offset in part by growth in units, both largely attributable to Bitcoin.
decrease in MTUs was primarily due to a decrease in trading users, influenced by overall market conditions. | Beginning in the second quarter of 2026, we no longer include Trading Volume as a key metric. As our business has evolved to support multiple asset classes, we believe the prior Trading Volume metric which focused on spot crypto volume no longer reflects the breadth of our business. Additionally, we do not believe that a total trading volume metric would fully represent the business given the differences in economics across our diversified trading products. We believe that net income (loss) and | Anticipated Trends
Non-GAAP and Other Measures | Adjusted EBITDA | 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
Adjusted EBITDA | 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 | • 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.
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 | • 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 consid
• 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 consid | • 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 (benefit from) provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. | Limitations of Adjusted EBITDA
• We believe 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 (benefit from) provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. | Limitations of Adjusted EBITDA | We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these lim
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 than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these lim | • (benefit from) provision for income taxes;

Rörelseresultat

• the impact of the Restructuring, which is not related to normal operations but impacted our results in 2026; 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 (loss) income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and

Periodens resultat

Other comprehensive income — — — 42,032 — 42,032 | Net income — — — — 1,428,900 1,428,900 | Balance at June 30, 2025 256,433 $ 2 $ 5,639,538 $ ( 60 ) $ 6,455,409 $ 12,094,889
Other comprehensive income — — — 49,991 — 49,991 | Net income — — — — 1,494,508 1,494,508 | Balance at June 30, 2025 256,433 $ 2 $ 5,639,538 $ ( 60 ) $ 6,455,409 $ 12,094,889
in the column with the heading “Change in Presentation.” The reclassification had no effect on previously reported total net cash used in investing activities, net income, or any balance sheet amounts.
Accounting for payment stablecoins | Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins, including USDC, EURC, and PYUSD, to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral. The change in accounting principle was applied retrospectively to all periods presented, including in the Condensed Consolidated Statements of Cash Flows, the
For the three and six months ended June 30, 2026, our net revenue was $1.2 billion and $2.5 billion, including $599.2 million and $1.4 billion in transaction revenue and $555.1 million and $1.1 billion in subscription and services revenue. For the same periods in 2025, our net revenue was $1.4 billion and $3.3 billion, including $764.3 million and $2.0 billion in transaction revenue and $632.2 million and $1.3 billion in subscription and services revenue. | For the three and six months ended June 30, 2026, our net loss was $359.5 million and $753.6 million, and Adjusted EBITDA was $207.8 million and $511.1 million. For the same periods in 2025, our net income was $1.4 billion and $1.5 billion, and Adjusted EBITDA was $512.1 million and $1.4 billion. | Assets on Platform (“AOP”) were $245.9 billion and $425.0 billion at June 30, 2026 and 2025, respectively. The decrease in AOP primarily reflects a $196.5 billion decline driven primarily by the decline in prices of certain crypto assets held on our platform, offset in part by growth in units, both largely attributable to Bitcoin.
decrease in MTUs was primarily due to a decrease in trading users, influenced by overall market conditions. | Beginning in the second quarter of 2026, we no longer include Trading Volume as a key metric. As our business has evolved to support multiple asset classes, we believe the prior Trading Volume metric which focused on spot crypto volume no longer reflects the breadth of our business. Additionally, we do not believe that a total trading volume metric would fully represent the business given the differences in economics across our diversified trading products. We believe that net income (loss) and | Anticipated Trends

Resultat per aktie

Accounting for payment stablecoins | Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins, including USDC, EURC, and PYUSD, to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral. The change in accounting principle was applied retrospectively to all periods presented, including in the Condensed Consolidated Statements of Cash Flows, the

Kassaflöde

Supplemental cash flow disclosure

Likvida medel

Current assets: | Cash and cash equivalents $ 8,614,065 $ 11,285,452 | Restricted cash and cash equivalents 275,815 334,318
Cash and cash equivalents $ 8,614,065 $ 11,285,452 | Restricted cash and cash equivalents 275,815 334,318 | Customer custodial funds 4,299,190 5,347,428
Net cash used in financing activities ( 3,573,227 ) ( 1,311,861 ) | Net decrease in cash, cash equivalents, and restricted cash and cash equivalents ( 3,693,727 ) ( 1,031,918 ) | Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents ( 47,265 ) 79,845
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents ( 3,693,727 ) ( 1,031,918 ) | Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents ( 47,265 ) 79,845 | Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period
Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents ( 47,265 ) 79,845 | Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period | 16,893,420 15,683,456
16,893,420 15,683,456 | Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 13,152,428 $ 14,731,383
Cash and cash equivalents $ 8,614,065 $ 9,367,889 | Restricted cash and cash equivalents 275,815 337,786
Cash and cash equivalents $ 8,614,065 $ 9,367,889 | Restricted cash and cash equivalents 275,815 337,786 | Customer custodial cash and cash equivalents 4,262,548 5,025,708

Nettoskuld

Net (loss) income $ ( 753,585 ) $ 1,494,508 | Adjustments to reconcile net (loss) income to net cash provided by operating activities: | Depreciation and amortization 132,409 67,234
Net cash provided by operating activities 380,054 1,092,772 | Cash flows from investing activities
Other investing activities, net ( 73,132 ) ( 69,787 ) | Net cash used in investing activities ( 500,554 ) ( 812,829 ) | Cash flows from financing activities
Other financing activities, net 31,120 60,560 | Net cash used in financing activities ( 3,573,227 ) ( 1,311,861 ) | Net decrease in cash, cash equivalents, and restricted cash and cash equivalents ( 3,693,727 ) ( 1,031,918 )
in the column with the heading “Change in Presentation.” The reclassification had no effect on previously reported total net cash used in investing activities, net income, or any balance sheet amounts.
2026 2025 | Net cash provided by operating activities $ 380,054 $ 1,092,772 | Net cash used in investing activities (500,554) (812,829)
Net cash provided by operating activities $ 380,054 $ 1,092,772 | Net cash used in investing activities (500,554) (812,829) | Net cash used in financing activities (3,573,227) (1,311,861)
Net cash used in investing activities (500,554) (812,829) | Net cash used in financing activities (3,573,227) (1,311,861) | Net decrease in cash, cash equivalents, and restricted cash and cash equivalents $ (3,693,727) $ (1,031,918)

Eget kapital

Condensed Consolidated Statements of Changes in Shareholders' Equity | 7
Total assets $ 26,460,286 $ 29,671,832 | Liabilities and Shareholders’ Equity | Current liabilities:
Shareholders’ equity: | Preferred stock, $ 0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of June 30, 2026 and December 31, 2025
Retained earnings 5,467,643 6,221,228 | Total shareholders’ equity 13,079,665 14,793,058 | Total liabilities and shareholders’ equity $ 26,460,286 $ 29,671,832
Total shareholders’ equity 13,079,665 14,793,058 | Total liabilities and shareholders’ equity $ 26,460,286 $ 29,671,832
Coinbase Global, Inc. | Condensed Consolidated Statements of Changes in Shareholders' Equity | (In thousands)
The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards. See the Condensed Consolidated Statements of Changes in Shareholders’ Equity included in Part I, Item 1 of this Quarterly Report on Form 10-Q for quantification of all shares repurchased by us during the periods presented.

Antal aktier

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ | As of July 23, 2026, the number of shares of the registrant's Class A common stock outstanding was 222,803,032 and the number of shares of the registrant's Class B common stock outstanding was 41,033,891 .
Repurchase program | In October 2024, the Company’s board of directors (the “Board”) authorized and approved a share repurchase program, which provided for the repurchase of up to $ 1.0 billion of the Company’s Class A common stock without expiration and in October 2025, the Board (i) increased the aggregate repurchase authorization under the program from $ 1.0 billion to $ 2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of the Company’s then-outstand | 22
Number of Shares Fair Value (1) | Number of Shares Fair Value (1)
19. NET (LOSS) INCOME PER SHARE | The computation of Net (loss) income p er share, including the weighted-average shares outstanding (“WASO”) used in the computation, is as follows (in thousands, except per share amounts):
The rights, including the liquidation and dividend rights, of the holders of Class A common stoc k and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis. | The following potenti ally dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance awards, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period (in thousands):
Issuer Purchases of Equity Securities | In October 2024, our board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration. In October 2025, our board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of our then outstanding 2026 Convertible Note | 44
Period Total Number of Shares Purchased Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Period Total Number of Shares Purchased Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

Antal anställda

3. RESTRUCTURING | On May 5, 2026, the Company announced a restructuring plan (the “Restructuring”) to (i) manage its operating expenses in response to current market conditions and (ii) optimize the Company’s operations. The Restructuring involved a reduction of the Company's workforce by approximately 700 employees, and was substantially completed during the second quarter of 2026. For both the three and six months ended June 30, 2026, the Company recognized $ 52.4 million in total restructuring expenses, consis
_______________ | (1) Represents employee compensation, including transactions entered into for the benefit of employees such as health and wellness benefits. | (2) Comprises amortization, depreciation, and intangible asset impairment expenses, none of which are individually material .
General and administrative expenses changed for the three and six months ended June 30, 2026 as compared to 2025, reflecting: | • an increase in employee-related expenses, primarily due to higher average headcount reflecting, in part, the shift of certain customer support roles from outsourced resources to employees, tempered during the second quarter of 2026 as a result of the Restructuring; and | • a decrease in customer support costs, primarily due to lower transaction volume and fewer resources required after certain regulatory projects were completed in the prior year, as well as reflecting the shift of certain roles to employees.
• an increase in employee-related expenses, primarily due to higher average headcount reflecting, in part, the shift of certain customer support roles from outsourced resources to employees, tempered during the second quarter of 2026 as a result of the Restructuring; and | • a decrease in customer support costs, primarily due to lower transaction volume and fewer resources required after certain regulatory projects were completed in the prior year, as well as reflecting the shift of certain roles to employees. | There were no material changes to note within the other categories in the table above.
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, USDC rewards, marketing programs, website hosting and infrastructure services, and professional services. | Net cash provided by operating activities decreased by $712.7 million for the six months ended June 30, 2026 as compared to 2025 primarily as a result of the $726.8 million decrease in total consumer, net transaction revenue.

Fulltext

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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 June 30, 2026

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)

Texas
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 July 23, 2026, the number of shares of the registrant's Class A common stock outstanding was 222,803,032 and the number of shares of the registrant's Class B common stock outstanding was 41,033,891 .

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. Shareholder communications may also be sent to the email address: secretary@coinbase.com.

Table of Contents

TABLE OF CONTENTS

Page
Part I - Financial Information
4

Item 1. Financial Statements (Unaudited)
4

Condensed Consolidated Balance Sheets
4

Condensed Consolidated Statements of Operations
5

Condensed Consolidated Statements of Comprehensive (Loss) Income
6

Condensed Consolidated Statements of Changes in Shareholders' Equity
7

Condensed Consolidated Statements of Cash Flows
9

Notes to Condensed Consolidated Financial Statements
10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
30

Item 3. Quantitative and Qualitative Disclosures About Market Risk
42

Item 4. Controls and Procedures
43

Part II - Other Information
44

Item 1. Legal Proceedings
44

Item 1A. Risk Factors
44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
44

Item 3. Defaults Upon Senior Securities
45

Item 4. Mine Safety Disclosures
45

Item 5. Other Information
45

Item 6. Exhibits
46

Signatures
47

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 onchain economy, the price, and market capitalization of crypto assets and in the markets in which we operate;
• market acceptance of our products and services;
• our ability to continue to diversify and grow our subscription and services revenue, including our stablecoin revenue, and the impact of interest rate changes on such revenue;
• the growth and regulatory treatment of our derivatives trading and event contract products;
• 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 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
2

Table of Contents

• 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.
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 I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 12, 2026, together with any updates in the sections titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part I, Item 2 and “ Risk Factors ” in Part II, Item 1A 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.
3

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)

June 30, December 31,
2026 2025
Assets
Current assets:
Cash and cash equivalents $ 8,614,065   $ 11,285,452  
Restricted cash and cash equivalents 275,815   334,318  
Customer custodial funds 4,299,190   5,347,428  
Crypto assets held for operations 86,469   120,831  
Loan receivables 1,572,354   1,354,692  
Crypto assets held as collateral 1,645,051   822,827  
Crypto assets borrowed 229,076   318,849  
Accounts receivable, net 333,194   307,119  
Marketable investments 174,778   309,765  
Other current assets 259,315   187,164  
Total current assets 17,489,307   20,388,445  
Crypto assets held for investment 1,468,395   1,998,871  
Strategic investments 840,287   622,985  

Deferred tax assets 682,446   570,819  

Goodwill 4,139,490   4,168,967  
Intangible assets, net 1,318,869   1,397,794  
Other non-current assets 521,492   523,951  
Total assets $ 26,460,286   $ 29,671,832  
Liabilities and Shareholders’ Equity
Current liabilities:
Customer custodial fund liabilities $ 4,299,190   $ 5,347,428  

Current portion of long-term debt —   1,269,585  
Short-term borrowings 539,195   452,105  

Obligation to return collateral 1,656,821   826,883  
Accrued expenses and other current liabilities 723,708   805,281  
Total current liabilities 7,218,914   8,701,282  

Long-term debt 5,944,232   5,937,034  
Other non-current liabilities 217,475   240,458  
Total liabilities 13,380,621   14,878,774  

Commitments and contingencies (Note 20)

Shareholders’ equity:
Preferred stock, $ 0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of June 30, 2026 and December 31, 2025
—   —  
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 June 30, 2026 and December 31, 2025; 263,782 (Class A 222,748 , Class B 41,034 ) shares issued and outstanding at June 30, 2026 and 267,836 (Class A 226,797 , Class B 41,039 ) shares issued and outstanding at December 31, 2025
3   3  
Additional paid-in capital 7,710,289   8,566,854  
Accumulated other comprehensive (loss) income ( 98,270 ) 4,973  
Retained earnings 5,467,643   6,221,228  
Total shareholders’ equity 13,079,665   14,793,058  
Total liabilities and shareholders’ equity $ 26,460,286   $ 29,671,832  
                                                    
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Coinbase Global, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue:
Net revenue $ 1,154,301   $ 1,396,513   $ 2,493,649   $ 3,333,334  
Other revenue 65,767   100,695   139,401   198,169  
Total revenue 1,220,068   1,497,208   2,633,050   3,531,503  
Operating expenses:
Transaction expense 189,790   245,261   385,649   548,287  
Technology and development 472,848   387,322   998,496   742,690  
Sales and marketing 239,843   236,245   506,569   483,528  
General and administrative 356,924   353,707   733,018   748,053  
Losses (gains) on crypto assets held for operations, net 31,719   ( 8,702 ) 66,870   25,663  
Restructuring 52,408   —   52,408   —  
Other operating (income) expense, net ( 9,976 ) 308,025   24,949   302,126  
Total operating expenses 1,333,556   1,521,858   2,767,959   2,850,347  
Operating (loss) income ( 113,488 ) ( 24,650 ) ( 134,909 ) 681,156  
Interest expense 22,516     20,535   45,085   41,046  
Losses (gains) on crypto assets held for investment, net 209,499   ( 362,053 ) 691,855   234,598  
Other expense (income), net 49,908     ( 1,506,905 ) ( 11,733 ) ( 1,500,717 )
(Loss) income before income taxes ( 395,411 ) 1,823,773   ( 860,116 ) 1,906,229  
(Benefit from) provision for income taxes ( 35,943 ) 394,873   ( 106,531 ) 411,721  
Net (loss) income $ ( 359,468 ) $ 1,428,900   $ ( 753,585 ) $ 1,494,508  
Net (loss) income attributable to common shareholders:
Basic $ ( 359,468 ) $ 1,428,900   $ ( 753,585 ) $ 1,494,508  
Diluted $ ( 359,468 ) $ 1,432,511   $ ( 753,585 ) $ 1,501,717  
Net (loss) income per share:
Basic $ ( 1.36 ) $ 5.60   $ ( 2.85 ) $ 5.87  
Diluted $ ( 1.36 ) $ 5.14   $ ( 2.85 ) $ 5.39  
Weighted-average shares of common stock used to compute net (loss) income per share:
Basic 263,412 255,188   264,128   254,537  
Diluted 263,412 278,913   264,128   278,700  

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

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net (loss) income $ ( 359,468 ) $ 1,428,900   $ ( 753,585 ) $ 1,494,508  
Other comprehensive (loss) income:
Translation adjustment ( 84,961 ) 41,992   ( 103,243 ) 50,010  
Income tax effect —   40   —   ( 19 )
Translation adjustment, net of tax ( 84,961 ) 42,032   ( 103,243 ) 49,991  
Comprehensive (loss) income $ ( 444,429 ) $ 1,470,932   $ ( 856,828 ) $ 1,544,499  

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

Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
Common Stock
Shares Amount Total

Balance at April 1, 2026 263,411   $ 3   $ 7,666,768   $ ( 13,309 ) $ 5,827,111   $ 13,480,573  
Common stock issued in connection with equity awards 1,728   —  23,151   —  —  23,151  
Common stock repurchased ( 814 ) —  ( 121,271 ) —  —  ( 121,271 )
Common stock withheld for net share settlement of equity awards ( 543 ) —  ( 105,394 ) —  —  ( 105,394 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  247,035   —  —  247,035  
Other comprehensive loss —  —  —  ( 84,961 ) —  ( 84,961 )
Net loss —  —  —  —  ( 359,468 ) ( 359,468 )
Balance at June 30, 2026 263,782   $ 3   $ 7,710,289   $ ( 98,270 ) $ 5,467,643   $ 13,079,665  

Balance at April 1, 2025 254,590   $ 2   $ 5,483,821   $ ( 42,092 ) $ 5,026,509   $ 10,468,240  
Common stock issued in connection with equity awards 2,226   —  48,615   —  —  48,615  
Common stock withheld for net share settlement of equity awards ( 383 ) —  ( 101,078 ) —  —  ( 101,078 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  208,180   —  —  208,180  
Other comprehensive income —  —  —  42,032   —  42,032  
Net income —  —  —  —  1,428,900   1,428,900  
Balance at June 30, 2025 256,433   $ 2   $ 5,639,538   $ ( 60 ) $ 6,455,409   $ 12,094,889  

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

Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
Common Stock
Shares Amount Total

Balance at January 1, 2026 267,836   $ 3   $ 8,566,854   $ 4,973   $ 6,221,228   $ 14,793,058  
Common stock issued as consideration for business combination 173   —  19,386   —  —  19,386  
Common stock issued in connection with equity awards 4,040   —  32,386   —  —  32,386  
Common stock repurchased ( 7,092 ) —  ( 1,183,505 ) —  —  ( 1,183,505 )
Common stock withheld for net share settlement of equity awards ( 1,175 ) —  ( 224,319 ) —  —  ( 224,319 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  499,487   —  —  499,487  
Other comprehensive loss —  —  —  ( 103,243 ) —  ( 103,243 )
Net loss —  —  —  —  ( 753,585 ) ( 753,585 )
Balance at June 30, 2026 263,782   $ 3   $ 7,710,289   $ ( 98,270 ) $ 5,467,643   $ 13,079,665  

Balance at January 1, 2025 253,640   $ 2   $ 5,365,990   $ ( 50,051 ) $ 4,960,901   $ 10,276,842  
Common stock issued in connection with equity awards 3,564   —  59,455   —  —  59,455  
Common stock withheld for net share settlement of equity awards ( 771 ) —  ( 201,381 ) —  —  ( 201,381 )
Stock-based compensation (inclusive of capitalized stock-based compensation) —  —  415,474   —  —  415,474  
Other comprehensive income —  —  —  49,991   —  49,991  
Net income —  —  —  —  1,494,508   1,494,508  
Balance at June 30, 2025 256,433   $ 2   $ 5,639,538   $ ( 60 ) $ 6,455,409   $ 12,094,889  

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

Six Months Ended June 30,
2026 2025
Cash flows from operating activities
Net (loss) income $ ( 753,585 ) $ 1,494,508  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 132,409   67,234  
Stock-based compensation expense 486,396   386,889  
Deferred income taxes ( 109,875 ) 399,971  
Losses on crypto assets held for operations, net 66,870   25,663  
Losses on crypto assets held for investment, net 691,855   234,598  

Losses (gains) on investments, net 11,381   ( 1,475,448 )

Other operating activities, net 55,689   48,582  
Changes in operating assets and liabilities:

Income taxes, net ( 41,799 ) ( 125,633 )

Crypto assets held for operations ( 24,055 ) ( 84,762 )
Other current and non-current assets ( 59,171 ) 45,910  

Other current and non-current liabilities ( 76,061 ) 75,260  

Net cash provided by operating activities 380,054   1,092,772  
Cash flows from investing activities

Loans originated ( 5,862,479 ) ( 4,596,581 )
Proceeds from repayment of loans 5,665,796   4,322,454  

Purchases of crypto assets held for investment ( 166,597 ) ( 464,082 )
Dispositions of crypto assets held for investment 33,865   80,781  
Purchase of investments ( 251,562 ) ( 91,349 )
Dispositions of investments 153,555   5,735  
Other investing activities, net ( 73,132 ) ( 69,787 )
Net cash used in investing activities ( 500,554 ) ( 812,829 )
Cash flows from financing activities

Repayment of long-term debt ( 1,273,013 ) —  
Repurchase of common stock ( 1,243,488 ) —  

Customer custodial fund liabilities ( 1,026,160 ) ( 1,140,867 )
Customer collateral received 11,371   109,399  
Return of customer collateral ( 3,729 ) ( 112,650 )
Taxes paid related to net share settlement of equity awards ( 224,319 ) ( 201,381 )

Proceeds from short-term borrowings 500,918   278,162  
Repayments of short-term borrowings ( 345,927 ) ( 305,084 )
Other financing activities, net 31,120   60,560  
Net cash used in financing activities ( 3,573,227 ) ( 1,311,861 )
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents ( 3,693,727 ) ( 1,031,918 )
Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents ( 47,265 ) 79,845  
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period
16,893,420   15,683,456  
Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 13,152,428   $ 14,731,383  

Cash and cash equivalents $ 8,614,065   $ 9,367,889  
Restricted cash and cash equivalents 275,815   337,786  
Customer custodial cash and cash equivalents 4,262,548   5,025,708  
Total cash, cash equivalents, and restricted cash and cash equivalents $ 13,152,428   $ 14,731,383  

Supplemental cash flow disclosure

Crypto assets borrowed $ 1,893,298   $ 588,999  
Crypto assets borrowed repaid 1,912,389   638,262  
Customer crypto assets received as collateral 2,653,573   1,507,022  
Customer crypto asset collateral returned 1,394,501   1,354,794  
Crypto asset loan receivables originated 2,241,287   1,110,482  
Crypto asset loan receivables repaid 2,218,832   1,145,392  
Additions of crypto asset investments —   166,291  

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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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” or “Coinbase”).
Coinbase's mission is to increase economic freedom in the world. The Company provides a trusted platform for trading crypto, equities, prediction markets, and more, securely storing crypto assets, and accessing the onchain economy. The Company serves consumers through its suite of financial apps, institutions through a full-service prime brokerage platform, and developers through a unified suite of developer tools, APIs, and infrastructure designed to help build crypto-based applications.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and preparation
The accompanying Condensed Consolidated Financial Statements (the “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 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 Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Financial Statements and notes thereto. The unaudited Condensed Consolidated Results of Operations for the three and six months ended June 30, 2026 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, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 (the “Annual Report”).

Certain prior period amounts in the Financial Statements have been reclassified to conform to the current period’s presentation. 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.
Changes in financial statement presentation
During the first quarter of 2026, the Company revised the presentation of revenue earned on corporate payment stablecoin balances. As these assets are classified as cash and cash equivalents and managed as fungible in daily operations, the Company determined that presenting all similar revenue within a single line item enhances transparency. Accordingly, this revenue is now presented in Other revenue rather than in Net revenue in the Condensed Consolidated Statements of Operations, with no impact to Total revenue. There is no change to the Company’s arrangement with Circle Internet Financial, LLC or the revenue generated. The associated amounts of revenue earned on corporate payment stablecoin balances for the three and six months ended June 30, 2025 of $ 23.6  million and $ 47.1  million, respectively, have been reclassified to conform to the current period presentation. See Note 5. Revenue for additional details.
Additionally, the Company revised the presentation of certain loan collateral received and returned in the Condensed Consolidated Statements of Cash Flows, from a gross to a net basis. The Company determined that a net presentation more accurately reflects the economic substance of these transactions, where the turnover is quick, the amounts are large, and the maturities are short, and that this net presentation is consistent with the existing net presentation of the related loan balances. The change in presentation was applied retrospectively to all periods presented, as shown in the table below
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

in the column with the heading “Change in Presentation.” The reclassification had no effect on previously reported total net cash used in investing activities, net income, or any balance sheet amounts.

Change in accounting principle
Accounting for payment stablecoins
Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins, including USDC, EURC, and PYUSD, to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral. The change in accounting principle was applied retrospectively to all periods presented, including in the Condensed Consolidated Statements of Cash Flows, the changes to which are shown in the table below in the column with the heading “Change in Principle.” The reclassification had no effect on previously reported total assets, total liabilities, equity, net income, or earnings per share for any period presented.

Impact of financial statement reclassifications
The following table presents the impact of the changes in financial statement presentation and accounting principle, as discussed above, on the Condensed Consolidated Statements of Cash Flows (in thousands):

Six Months Ended June 30, 2025
Previously Reported
Change in Presentation
Change in Principle
As Adjusted

Changes in operating assets and liabilities $ ( 1,036,250 ) $ —  $ 947,025   $ ( 89,225 )
Loans originated ( 955,488 ) —  ( 3,641,093 ) ( 4,596,581 )
Proceeds from repayment of loans 588,004   —  3,734,450   4,322,454  

Purchase of investments ( 84,764 ) —  ( 6,585 ) ( 91,349 )
Dispositions of investments 5,520   —  215   5,735  
Purchases of crypto assets held for investment ( 458,728 ) —  ( 5,354 ) ( 464,082 )
Dispositions of crypto assets held for investment 62,443   —  18,338   80,781  
Other investing activities, net (1)
( 73,796 ) —  4,009   ( 69,787 )
Customer collateral received 370,553   ( 312,510 ) 51,356   109,399  
Return of customer collateral ( 373,804 ) 312,510   ( 51,356 ) ( 112,650 )
Proceeds from short-term borrowings —  278,162   278,162  
Repayments of short-term borrowings —  ( 305,084 ) ( 305,084 )

__________________
(1) Purchase of investments and Dispositions of investments are presented as separate line items on the face of the Condensed Consolidated Statements of Cash Flows and are therefore excluded from this presentation of Other investing activities, net.

Recent accounting pronouncements
Accounting pronouncements pending adoption
On September 18, 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends Accounting Standards Codification (“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 Financial
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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, loan receivables, certain crypto assets held, accounts receivable, and deposits are potentially subject to concentration of credit risk. See below and Notes 6. Collateralized Arrangements and Financing and 8. Accounts Receivable, Net for a discussion of these risks by counterparty and type of transaction.
Payment stablecoins
Payment stablecoins are redeemable on a one-to-one basis for cash and cash equivalents and are classified as Cash and cash equivalents in the Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, the reserves backing these payment stablecoins were held by the issuers in cash and cash equivalents in segregated accounts titled for the benefit of payment stablecoin holders.
Funds held at financial institutions
Cash and cash equivalents, excluding payment stablecoins which are held on our platform, are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.
Funds held at venues
The Company holds cash at venues, which include third-party payment processors, digital wallets, and trading platforms, but exclude clearing agents, and performs a regular assessment of these venues as part of its risk management process. As of June 30, 2026 and December 31, 2025, the Company held $ 93.5  million and $ 110.8  million, respectively, of cash at venues.

3. RESTRUCTURING
On May 5, 2026, the Company announced a restructuring plan (the “Restructuring”) to (i) manage its operating expenses in response to current market conditions and (ii) optimize the Company’s operations. The Restructuring involved a reduction of the Company's workforce by approximately 700 employees, and was substantially completed during the second quarter of 2026. For both the three and six months ended June 30, 2026, the Company recognized $ 52.4 million in total restructuring expenses, consisting primarily of employee severance and other termination benefits, of which $ 4.0 million was stock-based compensation.

4. 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 Financial Statements since the dates of acquisition.

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

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

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

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

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

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

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

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

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

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

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

Other acquisitions
During 2026 and 2025, the Company completed other business combinations that were immaterial, both individually and in the aggregate.

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

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net revenue
Transaction revenue

Consumer, net $ 451,670   $ 649,908   $ 1,018,569   $ 1,745,414  

Institutional, net 100,073   60,819   235,799   159,707  
Other transaction revenue, net 47,413   53,543   100,613   121,357  
Total transaction revenue 599,156   764,270   1,354,981   2,026,478  
Subscription and services revenue
Stablecoin revenue (1)
292,147   308,914   597,582   582,951  
Blockchain rewards 83,342   144,535   184,191   341,127  

Interest and finance fee income (2)
66,128   59,316   133,933   122,402  
Other subscription and services revenue 113,528   119,478   222,962   260,376  
Total subscription and services revenue 555,145   632,243   1,138,668   1,306,856  
Total net revenue 1,154,301   1,396,513   2,493,649   3,333,334  
Other revenue

Corporate interest and other income (1)
65,767   100,695   139,401   198,169  
Total other revenue 65,767   100,695   139,401   198,169  
Total revenue $ 1,220,068   $ 1,497,208   $ 2,633,050   $ 3,531,503  

__________________
(1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606, Revenue from Contracts with Customers (“ASC 606”). During the first quarter of 2026, the Company revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. The associated $ 23.6 million and $ 47.1 million for the three and six months ended June 30, 2025, respectively, has been reclassified to conform to current period presentation.
(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 months ended June 30, 2026 and 2025, one counterparty accounted for 26 % and 22 % of total revenue, respectively. During the six months ended June 30, 2026 and 2025, one counterparty accounted for 24 % and 18 % of total revenue, respectively.
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
U.S. (1)
$ 1,037,166   $ 1,291,616   $ 2,221,567   $ 2,997,268  
International (2)
182,902   205,592   411,483   534,235  
Total revenue $ 1,220,068   $ 1,497,208   $ 2,633,050   $ 3,531,503  

__________________
(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.

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

June 30, December 31,
2026 2025
Fiat and payment stablecoin loan receivables $ 1,536,899   $ 1,340,213  
Crypto asset loan receivables 35,455   14,479  
Total loan receivables (1)
$ 1,572,354   $ 1,354,692  

__________________
(1) Includes an immaterial amount of fiat and crypto asset trade finance receivables as of June 30, 2026 and December 31, 2025.
As of each of June 30, 2026 and December 31, 2025, the Company had three and four counterparties, respectively, each of whom accounted for more than 10 % of the Company’s Loan receivables.
As of June 30, 2026 and December 31, 2025, the collateral requirements for all loans outstanding ranged from 100 % to 300 % of the fair value of the loan.
The following table summarizes assets the Company held and recognized as collateral relating to lending activity, with a corresponding obligation to return the collateral to the borrower (in thousands, except units):

June 30, 2026
December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Fiat and payment stablecoins (1)
N/A N/A $ 11,770   N/A N/A $ 4,056  

Bitcoin 22,609   $ 1,656,622   $ 1,323,142   8,479   $ 810,055   $ 747,697  
Ethereum 24,965   58,234  

39,181  

16,041   51,023  

47,731  

Crypto assets held as collateral

$ 1,714,856   1,362,323  

$ 861,078   795,428  

Total recognized lending collateral

$ 1,374,093   $ 799,484  
__________________
(1) Fiat and payment stablecoin collateral held are 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.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table summarizes collateral pledged by borrowers in lending arrangements with the Company, which the Company has not recognized as collateral nor as an obligation to return the collateral (in thousands):

June 30,
December 31,
2026 2025
Fiat and payment stablecoins $ 248,906   $ 303,983  
Crypto assets 1,261,656   1,559,458  
Total customer collateral not recognized as collateral $ 1,510,562   $ 1,863,441  

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

June 30, 2026
December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Bitcoin 1,869  

$
153,766  

$
109,362  

1,920  

$
173,848  

$
167,989  

Ethereum 65,685  

129,732  

103,090  

43,536  

149,374  

129,162  

Other crypto assets (1)
nm

23,747  

16,624  

nm
27,145  

21,698  

Total borrowed
$
307,245  

$
229,076  

$
350,367  

$
318,849  

__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets borrowed.
The following table summarizes the units, cost basis, and fair value of Short-term borrowings (in thousands, except units):

June 30, 2026
December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Payment stablecoins N/A
N/A
$
274,913  

N/A
N/A
$
119,923  

Bitcoin 2,176  

$
172,425  

$
127,323  

2,035  

$
183,882  

$
178,022  

Ethereum 69,848  

136,551  

109,623  

43,941  

150,424  

130,363  

Other crypto assets (1)
nm
35,639  

27,336  

nm
29,399  

23,797  

Total crypto asset borrowings

344,615  

264,282  

$
363,705  

332,182  

Total short-term borrowings

$
539,195  

$
452,105  

__________________
nm - not meaningful
(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total crypto asset borrowings.
As of June 30, 2026 and December 31, 2025, the weighted average annual fees on Short-term borrowings were 3.7 % and 3.5 %, respectively.
The fair value of the Company’s corporate assets pledged as collateral against Short-term borrowings, presented in Restricted cash and cash equivalents, consisted of the following (in thousands):

June 30, 2026
December 31, 2025

Payment stablecoins $ 193,846   $ 236,308  

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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Derivatives collateral
The Company also has collateralized derivative arrangements, whereby it enters into crypto asset derivative contracts with customers, primarily to provide liquidity for global derivatives trading. The following table summarizes customer-pledged derivatives collateral presented in the Condensed Consolidated Balance Sheets as Crypto assets held as collateral, with a corresponding obligation to return the collateral to the customer (in thousands, except units):

June 30, 2026

December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Bitcoin 4,794  

$
430,014  

$
280,564  

100  

$
8,732  

$
8,750  

Ethereum 1,379  

2,725  

2,164  

6,286  

18,713  

18,649  

Total recognized derivatives collateral

$
432,739  

$
282,728  

$
27,445  

$
27,399  

As of June 30, 2026 and December 31, 2025, the collateral requirements for outstanding derivatives were at least 100% of the derivative notional value.

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

June 30, 2026
December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Bitcoin 553   $ 48,384   $ 32,489   487   $ 48,191   $ 43,282  
Ethereum 10,480   18,616   17,381   10,499   27,341   31,174  
Solana 88,028   7,217   6,476   52,933   7,698   6,624  
Other crypto assets (1)
nm 49,791   30,123   nm
55,068   39,751  
Total held for operations
$ 124,008  
$ 86,469   $ 138,298   $ 120,831  
__________________
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.

8. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following (in thousands):

June 30, December 31,
2026 2025
Stablecoin revenue receivable $ 110,467   $ 122,936  
Customer accounts receivable 61,095   54,143  

Other accounts receivable 168,446   133,202  
Gross accounts receivable 340,008   310,281  
Less: allowance for doubtful accounts ( 6,814 ) ( 3,162 )
Total accounts receivable, net $ 333,194   $ 307,119  

As of each of June 30, 2026 and December 31, 2025, the Company had two counterparties, each of whom accounted for more than 10 % of the Company’s Accounts receivable, net.

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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

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

June 30, 2026
December 31, 2025

Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value

Bitcoin 17,311  

$
1,213,691  

$
1,013,166  

15,389  

$
1,079,153  

$
1,346,452  

Ethereum 150,279  

340,602  

235,741  

151,175  

348,975  

448,484  

Other crypto assets (1)
nm
269,121  

219,488  

nm
323,226  

203,935  

Total held for investment $
1,823,414  

$
1,468,395  

$
1,751,354  

$
1,998,871  

__________________
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 June 30, 2026, the Company held $ 128.4  million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2026 and 2030.

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

Carrying Amount
Balance at January 1, 2026
$
4,168,967  

Additions due to acquisitions 39,843  

Foreign currency translation adjustments ( 69,320 )

Balance at June 30, 2026
$
4,139,490  

There was no impairment recognized against goodwill at the beginning or end of the period presented, and no measurement period adjustments during the period presented.
Intangible assets, net
Intangible assets, net excludes internally developed software and crypto assets, which are presented in Software and equipment, net within Note 13. Condensed Consolidated Balance Sheets Details and in the various crypto assets held line items within the Condensed Consolidated Balance Sheets, respectively.
The effects of amortization of Intangible assets, net on the Condensed Consolidated Statements of Operations was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Technology and development $ 15,356   $ 1,973   $ 31,140   $ 3,697  
Sales and marketing 17,774   —   35,793   —  
General and administrative 1,714   3,317   3,523   6,698  
Total amortization expense $ 34,844   $ 5,290   $ 70,456   $ 10,395  

There were no material impairment charges associated with these assets during these periods. The Company estimates no significant residual value related to these amortizing intangible assets.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)

The expected future amortization expense for amortizing intangible assets for the 12-month period ending June 30 of the respective year, as of June 30, 2026, is as follows (in thousands):

2027 $ 131,185  
2028 127,121  
2029 122,918  
2030 121,737  
2031 121,141  
Thereafter 666,767  
Total expected future amortization expense $ 1,290,869  

11. LONG-TERM DEBT
As of June 30, 2026 and December 31, 2025, the Company had fixed-rate convertible notes and senior notes with varying maturities for an aggregate carrying amount of $ 5.9 billion and $ 7.2 billion, respectively. As of June 30, 2026 and December 31, 2025, the fair value of the Company’s convertible notes and senior notes, based on Level 2 valuation inputs, was $ 5.2 billion and $ 6.9 billion, respectively. The Company used cash to repay in full, at maturity, $ 1.3 billion of aggregate principal amount of its 0.50 % convertible notes due June 1, 2026 (the “2026 Convertible Notes”). See Note 11. Long-Term Debt to the Consolidated Financial Statements included in the Annual Report for more information regarding the Company’s long-term debt.

12. DERIVATIVES
During the periods presented, the Company’s derivatives were primarily embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and crypto asset option contracts with customers in the U.S. and internationally, entered into to provide liquidity for global derivatives trading. 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, with amounts representing the portions of the respective line items denominated in crypto assets, as measured in U.S. dollar equivalents (in thousands):

Embedded Derivative

Host
Gross Derivative Assets
Gross Derivative Liabilities
Aggregate Carrying Value

June 30, 2026
Accounts receivable, net $ 4,998   $ 24,517   $ 180   $ 29,335  
Short-term borrowings 344,615   123,100   42,767   264,282  
Obligation to return collateral 2,147,595   507,041   4,497   1,645,051  
Accrued expenses and other current liabilities (1)
12,148   23   —   12,125  
Total fair value of derivatives $ 654,681   $ 47,444  

December 31, 2025
Accounts receivable, net $ 9,943   $ 22,025   $ 4,399   $ 27,569  

Short-term borrowings 363,705   32,446   923   332,182  
Obligation to return collateral 888,523   126,962   61,266   822,827  
Accrued expenses and other current liabilities 6,897   —   2   6,899  
Total fair value of derivatives $ 181,433   $ 66,590  

__________________
(1)    Includes immaterial gross assets and liabilities of equal amounts, representing the fair values of crypto asset option contracts. Notional amounts, which are not recorded, totaled $ 282.7 million for each of the asset and liability, at June 30, 2026. Derivative notional amounts are reference amounts from which the fair value of derivatives are derived and do not represent a complete measure of the risk profile of the Company’s exposure to these derivative instruments.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)

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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Short-term borrowings (1)
$ 41,297   $ ( 69,671 ) $ 48,810   $ ( 17,703 )
Obligation to return collateral (1)
301,107   ( 183,665 ) 436,848   ( 31,559 )
Other (2)
6,871   14,056   16,129   ( 1,193 )
Total $ 349,275   $ ( 239,280 ) $ 501,787   $ ( 50,455 )

__________________
(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, including immaterial changes resulting from holding crypto asset option contracts, which have an equal and offsetting impact, are recognized in Other operating (income) expense, net or Other expense (income), net in the Condensed Consolidated Statements of Operations depending on the nature of the derivative.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)

13. CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS
The following table presents certain other details of the Condensed Consolidated Balance Sheets (in thousands):

June 30, December 31,

2026

2025

Other current assets
Prepaid expenses
$ 117,307  
$ 94,886  

Income taxes receivable 88,014   63,726  
Other 53,994   28,552  

Total other current assets
$ 259,315   $ 187,164  
 

Other non-current assets
Software and equipment, net
$ 254,122  
$ 264,573  
Lease right-of-use assets
149,879  
141,631  
Income taxes receivable
68,140  
62,233  
Other 49,351   55,514  

Total other non-current assets
$ 521,492   $ 523,951  
 

Accrued expenses and other current liabilities
Payroll and payroll related expenses $ 196,337   $ 186,927  
Other accrued expenses 260,383   238,308  
Accounts payable 72,067   117,605  
Income taxes payable 53,009   65,982  

Other payables 141,912   196,459  

Total accrued expenses and other current liabilities $ 723,708   $ 805,281  
 
Other non-current liabilities
Lease liabilities $ 184,863   $ 172,735  
Other 32,612   67,723  

Total other non-current liabilities
$ 217,475   $ 240,458  

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

14. FAIR VALUE MEASUREMENTS
Assets and liabilities measured and recorded at fair value on a recurring basis
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):

June 30, 2026 December 31, 2025
Level 1 Level 2 Level 1 Level 2
Assets
Cash equivalents (1)
$ 3,095,370   $ —   $ 6,088,290   $ —  
Restricted cash equivalents (2)
1,705   —   1,472   —  
Customer custodial funds (3)
1,864,696   —   3,438,375   —  
Crypto assets held for operations 86,469   —   120,831   —  
Crypto asset loan receivables —   35,455   —   14,479  
Crypto assets held as collateral 1,645,051   —   822,827   —  
Crypto assets borrowed 229,076   —   318,849   —  
Marketable investments (4)
157,543   17,235   253,468   11,903  
Crypto assets held for investment 1,468,395   —   1,998,871   —  
Derivative assets (5)
—   654,681   —   181,433  
Total assets $ 8,548,305   $ 707,371   $ 13,042,983   $ 207,815  

Liabilities
Derivative liabilities (5)
$ —   $ 47,444   $ —   $ 66,590  

__________________
(1) Represents money market funds and other short-duration U.S. Treasury holdings. Excludes cash and cash equivalents of $ 5.5 billion and $ 5.2 billion as of June 30, 2026 and December 31, 2025, respectively.
(2) Represents money market funds. Excludes restricted cash and cash equivalents of $ 274.1 million and $ 332.8 million as of June 30, 2026 and December 31, 2025, respectively.
(3) Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds of $ 2.4 billion and $ 1.9 billion as of each of June 30, 2026 and December 31, 2025, respectively.
(4) Primarily represents marketable equity securities. Excludes marketable investments not measured and recorded at fair value, with none as of June 30, 2026 and $ 44.4 million as of December 31, 2025.
(5) See Note 12. Derivatives for additional details.
The Company has valued all Level 1 assets and liabilities using quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company has valued all Level 2 assets and liabilities 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.
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

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 June 30, 2026 and December 31, 2025. Cumulative impairments and downward adjustments as of these dates were $ 134.3 million and $ 127.7 million, respectively.
Assets and liabilities not measured and recorded at fair value
Certain of the Company’s financial instruments are not measured and recorded at fair value but their carrying values approximate fair value due to their liquid or short-term nature. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 1 valuation inputs if they were recorded at fair value include cash, restricted cash, payment stablecoins, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 2 valuation inputs if they were recorded at fair value include accounts receivable, loan receivables, and accounts payable.
The Company’s long-term debt is not measured and recorded at fair value and its carrying value generally does not approximate its fair value. See Note 11. Long-Term Debt for its estimated fair value.

15. CAPITAL STOCK
Repurchase program
In October 2024, the Company’s board of directors (the “Board”) authorized and approved a share repurchase program, which provided for the repurchase of up to $ 1.0 billion of the Company’s Class A common stock without expiration and in October 2025, the Board (i) increased the aggregate repurchase authorization under the program from $ 1.0 billion to $ 2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of the Company’s then-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”). In January 2026, the Board approved a $ 2.0 billion increase in the authorization under the previously announced Repurchase Program from $ 2.0 billion to $ 4.0 billion . 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 June 30, 2026, $ 2.0 billion had been utilized to repurchase 10,131,734 shares of Class A common stock under the Repurchase Program, and $ 2.0 billion remained available for future repurchases, when considered on a settlement date basis.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)

16. STOCK-BASED COMPENSATION
Stock options
The following is a summary of stock option activity, including performance-based options (in thousands, except per share and years data):

Weighted Average

Options Outstanding Exercise Price Per Share Remaining Contractual Life (Years) Aggregate Intrinsic Value
Balance at January 1, 2026 19,700   $ 25.58   4.3 $ 3,950,983  
Exercised ( 1,070 ) 10.87  
Forfeited and cancelled ( 13 ) 136.20  
Balance at June 30, 2026 18,617   $ 26.35   3.9 $ 2,253,320  

Vested and exercisable at June 30, 2026 14,937   $ 27.06   3.9 $ 1,801,626  

Other awards
A summary of restricted stock units and performance restricted stock units activity is as follows (in thousands, except per share data):

Restricted Stock Units
Performance Restricted Stock Units

Number of Shares Fair Value (1)
Number of Shares Fair Value (1)

Balance at January 1, 2026 2,145   $ 247.04   643   $ 55.42  
Granted 5,956   165.15   426   156.92  
Vested ( 2,140 ) 203.75   ( 643 ) 55.70  
Forfeited and cancelled ( 764 ) 174.32   —   —  
Balance at June 30, 2026 5,197   $ 181.70   426   $ 156.92  
__________________
(1) Represents the weighted-average grant date fair value per share.
Stock-based compensation
The following are the effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Statements of Operations

Technology and development $ 152,917   $ 117,240   $ 313,558   $ 225,332  
Sales and marketing 12,601   14,533   27,412   29,438  
General and administrative 72,823   64,387   145,426   132,119  
Total stock-based compensation expense $ 238,341   $ 196,160   $ 486,396   $ 386,889  

Balance Sheets

Software and equipment, net (1)
$ 4,707   $ 12,020   $ 9,105   $ 28,585  

_______________
(1) Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the periods presented. See Note 13. Condensed Consolidated Balance Sheets Details for additional details.
As of June 30, 2026, there was total unrecognized compensation cost of $ 815.4 million and $ 130.1 million related to unvested restricted stock units (excluding performance restricted stock units) and restricted stock awards, respectively, which is expected to be recognized over a weighted-average of 1.4
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

years and 3.1 years, respectively. As of June 30, 2026, there was unrecognized compensation cost related to performance restricted stock units subject to market conditions of $ 29.6 million, which is expected to be recognized over a weighted-average period of 2.3 years. Unrecognized compensation cost for all other stock-based compensation awards was immaterial as of June 30, 2026.

17. OTHER CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DETAILS
Disaggregation of relevant expense captions, as defined in ASU 2024-03, Expense Disaggregation Disclosures, consisted of the following (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Technology and development
Employee-related (1)
$ 302,527   $ 245,571   $ 650,650   $ 477,919  
Website hosting and infrastructure 89,301   76,336   179,940   143,583  
Amortization, depreciation, and impairment (2)
47,078   34,585   94,991   66,597  
Other (3)
33,942   30,830   72,915   54,591  
Total technology and development
$ 472,848   $ 387,322   $ 998,496   $ 742,690  

Sales and marketing

USDC rewards $ 119,108   $ 102,521   $ 232,535   $ 202,555  
Marketing programs
59,690   90,022   143,597   194,992  
Employee-related (1)
29,787   32,319   69,165   65,775  
Other (4)
31,258   11,383   61,272   20,206  
Total sales and marketing
$ 239,843   $ 236,245   $ 506,569   $ 483,528  

General and administrative
Employee-related (1)
$ 171,876   $ 147,752   $ 365,237   $ 310,889  
Professional services 54,934   71,010   104,558   129,186  
Customer support (5)
28,053   54,764   61,317   125,219  
Other (6)
102,061   80,181   201,906   182,759  
Total general and administrative
$ 356,924   $ 353,707   $ 733,018   $ 748,053  

_______________
(1) Represents employee compensation, including transactions entered into for the benefit of employees such as health and wellness benefits.
(2) Comprises amortization, depreciation, and intangible asset impairment expenses, none of which are individually material .
(3)    Comprises primarily costs of contract resources, consulting, and facilities.
(4)    Comprises primarily amortization and costs of contract resources, consulting, and travel, as well as depreciation expenses, none of which are individually material.
(5)    Excludes employee-related and professional services expenses.
(6)    Comprises primarily costs of taxes, licenses, and fees, contract resources, settlement costs, civic contributions, and travel. Also includes amortization, depreciation, and intangible asset impairments, none of which are individually material.

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

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

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Losses (gains) on investments, net (1)
$ 58,178   $ ( 1,472,121 ) $ 11,381   $ ( 1,475,448 )

Other
( 8,270 ) ( 34,784 ) ( 23,114 ) ( 25,269 )
Total other expense (income), net $ 49,908   $ ( 1,506,905 ) $ ( 11,733 ) $ ( 1,500,717 )

_______________
(1) Comprises losses (gains) on Marketable and Strategic investments, excluding Crypto assets held for investment. For the six months ended June 30, 2026, the amount includes $ 90.8 million in realized net gains. Realized gains and losses for all other periods presented are immaterial. For the three and six months ended June 30, 2026, the amount includes $ 72.1 million and an immaterial amount, respectively, in unrealized net losses on equity securities still held at June 30, 2026. For the three and six months ended June 30, 2025, the amount includes $ 1.4 billion and $ 1.5 billion, respectively, in unrealized net gains on equity securities still held at June 30, 2025. See Note 14. Fair Value Measurements for additional details.

18. INCOME TAXES
The Company’s effective tax rate (“ETR”) for the three months ended June 30, 2026 and 2025 was 9.1 % and 21.7 %, respectively. The ETR of 9.1 % for the three months ended June 30, 2026 was lower than the U.S. statutory rate of 21.0 %, primarily due to a valuation allowance related to realized and unrealized capital losses, partially offset by state taxes. The Company’s ETR for the six months ended June 30, 2026 and 2025 was 12.4 % and 21.6 %, respectively. The ETR of 12.4 % for the six months ended June 30, 2026 was lower than the U.S. statutory rate of 21.0 %, primarily due to the impact of non-deductible expenses (including stock-based compensation and certain non-US losses) and a valuation allowance related to realized and unrealized capital losses, partially offset by state taxes.
The following is a supplemental schedule of cash paid for income taxes (in thousands):

Six Months Ended
June 30,
2026 2025
Cash paid during the period for income taxes, net of refunds $ 45,143   $ 131,310  

As of June 30, 2026, the Company had a net deferred tax asset balance of $ 682.4  million, compared to $ 570.8  million as of December 31, 2025. 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.
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

19. NET (LOSS) INCOME PER SHARE
The computation of Net (loss) 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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Numerators
Net (loss) income attributable to common shareholders, basic $ ( 359,468 ) $ 1,428,900   $ ( 753,585 ) $ 1,494,508  
Net (loss) income attributable to common shareholders, diluted $ ( 359,468 ) $ 1,432,511   $ ( 753,585 ) $ 1,501,717  

Denominators
WASO - basic 263,412   255,188   264,128   254,537  
Weighted-average effect of potentially dilutive shares:
Stock options —   15,299   —   15,561  
Convertible notes —   7,229   —   7,229  
Restricted stock units —   665   —   807  
Performance restricted stock units
—   446   —   413  
Restricted stock —   86   —   153  
WASO - diluted 263,412   278,913   264,128   278,700  

Net (loss) income per share attributable to common shareholders:
Basic $ ( 1.36 ) $ 5.60   $ ( 2.85 ) $ 5.87  
Diluted $ ( 1.36 ) $ 5.14   $ ( 2.85 ) $ 5.39  

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

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Equity awards (1)
24,637   7,383   24,637   7,383  
Convertible notes 13,233   —   13,778   —  
Total 37,870   7,383   38,415   7,383  

__________________
(1) Includes shares under the Employee Stock Purchase Plan.

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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

20. COMMITMENTS AND CONTINGENCIES
Crypto assets and payment stablecoins on platform
The Company is obligated to securely store all crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on the Company’s platform, including those within the Company’s custody services and all other assets for which the Company holds full keys. As such, the Company may be liable to its users for losses arising from the Company’s failure to secure these assets from theft or loss. The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of June 30, 2026 and December 31, 2025. The Company holds full keys to crypto assets and payment stablecoins held or managed on behalf of its customers totaling $ 245.9 billion and $ 376.1 billion at fair value at June 30, 2026 and December 31, 2025, 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 $ 245.9 billion and $ 376.1 billion at June 30, 2026 and December 31, 2025, respectively. Since the risk of loss is remote, the Company did not recognize a contingent liability at June 30, 2026 or December 31, 2025. 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
The Company has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.
It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made and (ii) due to the unique facts and circumstances involved in each particular agreement.
The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business.
Legal and regulatory proceedings
The Company has been, currently is, and may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, intellectual property, privacy, information security, data protection, advertising, and securities. In addition, the Company has been, currently is, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and recognizes loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Financial Statements .
In October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc. , was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for Judgment on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions. The parties completed their summary judgment briefing on June 17, 2026 and oral argument was held on July 15, 2026. On July 30, 2026, the District Court granted summary judgment for defendants on all claims relating to the majority of transactions at issue. With respect to the claims relating to the surviving subset of transactions, the case will proceed to further discovery.
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 the surviving portion of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or Financial Statements at this time.
In June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case pending final adjudication of the matters. In October 2023, the Company and Coinbase, Inc. entered into a similar agreement with the Maryland state securities regulator. In March and April 2025, the Alabama, Kentucky, Illinois, South Carolina, and Vermont state securities regulators dismissed, vacated, rescinded, and/or withdrew their legal actions. The Company and Coinbase, Inc. dispute the claims of the state securities regulators and intend to vigorously defend against them. Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or Financial Statements at this time. An adverse resolution in these state matters could have a material impact on the Company’s business and Financial Statements.
The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products.
Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially.
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Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

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 six months ended June 30, 2026, the Company completed a strategic equity investment for total consideration of $ 180.0 million, reducing its other commitments as of December 31, 2025 accordingly. There were no material changes in the Company’s other commitments during the six months ended June 30, 2026.

21. RELATED PARTY TRANSACTIONS
Related party customer activity
Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. The Company recognized the following from related party customer activity:
• Total revenue of $ 0.9  million and $ 1.6  million during the three months ended June 30, 2026 and 2025, respectively, and $ 2.7  million and $ 5.2  million during the six months ended June 30, 2026 and 2025, respectively;
• Accounts receivable, net of $ 0.2  million and $ 0.4  million as of June 30, 2026 and December 31, 2025, respectively; and
• Customer custodial funds and Customer custodial fund liabilities of each $ 6.8  million and $ 11.0  million as of June 30, 2026 and December 31, 2025, respectively.
Related party investments
The Company made strategic investments of $ 1.9  million during both the three and six months ended June 30, 2026, in which certain related parties of the Company held an interest over 10%. During the three and six months ended June 30, 2025, the Company made aggregate strategic investments of $ 4.7  million and $ 7.8  million, respectively, in such investees.
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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 (the “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, 2025 (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, those set forth under Special Note About Forward-Looking Statements of this Quarterly Report on Form 10-Q and those discussed in the section titled Risk Factors in Part I, Item 1A of our Annual Report, together with any updates 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, except the Executive Overview, two numbers presented consecutively represent figures for the three and six months ended June 30, 2026 as compared to the same periods in 2025, respectively, unless otherwise noted. In the Executive Overview, consecutive pairs represent the three and six month periods ended June 30 of the applicable year, respectively.

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.
Our top three product priorities for 2026 are to grow the everything exchange, scale stablecoins and payments, and expand onchain adoption. During 2026, we continued to execute against our top product priorities. We saw resilience in crypto derivatives trading volume against the market backdrop, expanded tradable assets on our platform, grew volume in equities and prediction markets, increased average USDC held in Coinbase products to an all-time high, and grew decentralized exchange trading and balances borrowed and lent through Coinbase. With growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in the global economy. We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside.
Highlights
For the three and six months ended June 30, 2026, our net revenue was $1.2 billion and $2.5 billion, including $599.2 million and $1.4 billion in transaction revenue and $555.1 million and $1.1 billion in subscription and services revenue. For the same periods in 2025, our net revenue was $1.4 billion and $3.3 billion, including $764.3 million and $2.0 billion in transaction revenue and $632.2 million and $1.3 billion in subscription and services revenue.
For the three and six months ended June 30, 2026, our net loss was $359.5 million and $753.6 million, and Adjusted EBITDA was $207.8 million and $511.1 million. For the same periods in 2025, our net income was $1.4 billion and $1.5 billion, and Adjusted EBITDA was $512.1 million and $1.4 billion.
Assets on Platform (“AOP”) were $245.9 billion and $425.0 billion at June 30, 2026 and 2025, respectively. The decrease in AOP primarily reflects a $196.5 billion decline driven primarily by the decline in prices of certain crypto assets held on our platform, offset in part by growth in units, both largely attributable to Bitcoin.
For the three and six months ended June 30, 2026, Monthly Transacting Users (“MTUs”) were 7.6 million and 7.9 million. For the same periods in 2025, MTUs were 8.7 million and 9.2 million. The
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decrease in MTUs was primarily due to a decrease in trading users, influenced by overall market conditions.
Beginning in the second quarter of 2026, we no longer include Trading Volume as a key metric. As our business has evolved to support multiple asset classes, we believe the prior Trading Volume metric which focused on spot crypto volume no longer reflects the breadth of our business. Additionally, we do not believe that a total trading volume metric would fully represent the business given the differences in economics across our diversified trading products. We believe that net income (loss) and Adjusted EBITDA best reflect the financial health of our business, and we believe that metrics focused on users and assets are better operational indicators as they measure the trust customers place in Coinbase and our ability to attract and retain users. See the section titled Non-GAAP and Other Measures for definitions of Adjusted EBITDA, AOP, and MTUs, as well as a reconciliation of net income (loss) to Adjusted EBITDA.
Anticipated Trends
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. We anticipate the restructuring plan announced in May 2026 (the “Restructuring”) will help us better align our operating expenses with current market conditions and optimize our operations for the AI era. See Note 3. Restructuring of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on the Restructuring. For the year ending December 31, 2026, we anticipate the aggregate of technology and development, general and administrative, and sales and marketing expenses, excluding amortization of intangible assets, to be slightly higher than for the year ended December 31, 2025, driven by USDC rewards.

Results of Operations

Comparison of the three and six months ended June 30, 2026 and 2025
Revenue
For the three and six months ended June 30, 2026, we generated 85% and 84% of total revenue in the U.S. For the three and six months ended June 30, 2025, we generated 86% and 85% of total revenue in the U.S. No other country accounted for more than 10% of total revenue during the periods presented. International revenue consisted mainly of transaction revenue in all periods presented.
Transaction revenue
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Consumer, net $ 451,670  $ 649,908  $ (198,238) (31) $ 1,018,569  $ 1,745,414  $ (726,845) (42)

Institutional, net 100,073  60,819  39,254  65  235,799  159,707  76,092  48 
Other transaction revenue, net 47,413  53,543  (6,130) (11) 100,613  121,357  (20,744) (17)
Total transaction revenue $ 599,156  $ 764,270  $ (165,114) (22) $ 1,354,981  $ 2,026,478  $ (671,497) (33)
% of net revenue 52  55  54  61 

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Transaction revenue decreased for the three and six months ended June 30, 2026 as compared to 2025, primarily reflecting:
• a decrease in consumer transaction revenue driven by $230.4 million and $822.0 million, reflecting a 38% and 48% decrease in consumer Crypto Spot Trading Volume 1 , offset in part by growth in derivatives trading volume and the launch of prediction markets trading; and
• an increase in institutional transaction revenue, due mainly to the acquisition of Deribit in August 2025.
There were no material changes to note within other.
Subscription and services revenue

Three Months Ended
June 30, Change Six Months Ended
June 30, Change

(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Stablecoin revenue (1)
$ 292,147  $ 308,914  $ (16,767) (5) $ 597,582  $ 582,951  $ 14,631  3 
Blockchain rewards 83,342  144,535  (61,193) (42) 184,191  341,127  (156,936) (46)

Interest and finance fee income 66,128  59,316  6,812  11  133,933  122,402  11,531  9 
Other subscription and services revenue 113,528  119,478  (5,950) (5) 222,962  260,376  (37,414) (14)
Total subscription and services revenue $ 555,145  $ 632,243  $ (77,098) (12) $ 1,138,668  $ 1,306,856  $ (168,188) (13)
% of net revenue 48  45  46  39 

____________________________________
(1)    During the first quarter of 2026, we revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. Prior period amounts have been reclassified to conform to current period presentation. For information on the reclassified amounts, please see Note 2. Summary of Significant Accounting Policies and Note 5. Revenue of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Subscription and services revenue decreased for the three and six months ended June 30, 2026 as compared to 2025, reflecting:
• changes in stablecoin revenue, primarily consisting of a decrease of $55.9 million and $113.4 million due to lower average interest rates, offset in part by an increase due to higher average USDC balances held by customers in eligible Coinbase products; and
• decreases in blockchain rewards of:
◦ $56.5 million and $131.3 million due to lower average crypto asset prices, driven primarily by Solana; and
◦ $16.1 million and $48.3 million due to lower reward rates, primarily for Solana and Ethereum.
There were no material changes to note within the other categories in the table above.

1 Crypto Spot Trading Volume is the total U.S. dollar equivalent value of spot matched trades (excluding Stablecoin Trading Volume) transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement. Stablecoin Trading Volume is the total U.S. dollar equivalent value of Fiat-Stablecoin and Stablecoin-Stablecoin matched trades transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement.
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Other revenue

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Corporate interest and other income (1)
$ 65,767  $ 100,695  $ (34,928) (35) $ 139,401  $ 198,169  $ (58,768) (30)
Total other revenue $ 65,767  $ 100,695  $ (34,928) (35) $ 139,401  $ 198,169  $ (58,768) (30)

____________________________________
(1)    During the first quarter of 2026, we revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. Prior period amounts have been reclassified to conform to current period presentation. For information on the reclassified amounts, please see Note 2. Summary of Significant Accounting Policies and Note 5. Revenue of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Corporate interest and other income decreased for the three and six months ended June 30, 2026 as compared to 2025, reflecting a 73 and 77 basis point decline in average interest rates earned.

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

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Blockchain rewards fees $ 53,102  $ 89,157  $ (36,055) (40) $ 117,235  $ 209,178  $ (91,943) (44)
Payment processing and account verification 42,349  41,332  1,017  2  82,524  105,977  (23,453) (22)
Transaction rebates and commissions 36,763  86,862  (50,099) (58) 65,789  146,447  (80,658) (55)
Transaction reversal losses 20,057  20,855  (798) (4) 54,056  67,699  (13,643) (20)
Other 37,519  7,055  30,464  432  66,045  18,986  47,059  248 
Total transaction expense $ 189,790  $ 245,261  $ (55,471) (23) $ 385,649  $ 548,287  $ (162,638) (30)
% of net revenue 16  18  15  16 

Transaction expense decreased for the three and six months ended June 30, 2026 as compared to 2025, largely due to:
• lower blockchain rewards fees, which moved with blockchain rewards revenue;
• a decrease in transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, as we tapered incentive offerings; offset in part by
• an increase in other, largely due to exchange fees associated with our prediction markets business.
There were no material changes to note within the other categories in the table above.
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Technology and development

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Employee-related $ 302,527  $ 245,571  $ 56,956  23  $ 650,650  $ 477,919  $ 172,731  36 
Website hosting and infrastructure 89,301  76,336  12,965  17  179,940  143,583  36,357  25 
Amortization, depreciation, and impairment 47,078  34,585  12,493  36  94,991  66,597  28,394  43 
Other 33,942  30,830  3,112  10  72,915  54,591  18,324  34 
Total technology and development $ 472,848  $ 387,322  $ 85,526  22  $ 998,496  $ 742,690  $ 255,806  34 
% of net revenue 41  28  40  22 

Technology and development expenses increased for the three and six months ended June 30, 2026 as compared to 2025, reflecting higher employee-related expenses. This increase was driven by 3% and 13% higher average headcount supporting product growth, tempered during the second quarter of 2026 by the Restructuring, as well as lower internally developed technology costs capitalized.
There were no material changes to note within the other categories in the table above.
Sales and marketing

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

USDC rewards $ 119,108  $ 102,521  $ 16,587  16  $ 232,535  $ 202,555  $ 29,980  15 
Marketing programs 59,690  90,022  (30,332) (34) 143,597  194,992  (51,395) (26)
Employee-related 29,787  32,319  (2,532) (8) 69,165  65,775  3,390  5 

Other 31,258  11,383  19,875  175  61,272  20,206  41,066  203 
Total sales and marketing $ 239,843  $ 236,245  $ 3,598  2  $ 506,569  $ 483,528  $ 23,041  5 
% of net revenue 21  17  20  15 

Sales and marketing expenses increased for the three and six months ended June 30, 2026 as compared to 2025, reflecting:
• a $45.4 million and $103.7 million increase in USDC rewards driven by growth in average customer USDC balances held in Coinbase products as we continue to integrate USDC across our products, offset in part by a reduction in the rewards rate;
• a decrease in marketing program expenses, largely due to a $21.3 million and $65.2 million decrease in digital advertising spend as a response to softer market conditions; and
• an increase in other, primarily due to amortization of intangible assets acquired in the purchase of Deribit in 2025.
There were no material changes to note within employee-related.
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General and administrative

Three Months Ended
June 30, Change Six Months Ended
June 30, Change

(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Employee-related $ 171,876  $ 147,752  $ 24,124  16  $ 365,237  $ 310,889  $ 54,348  17 
Professional services 54,934  71,010  (16,076) (23) 104,558  129,186  (24,628) (19)
Customer support (1)
28,053  54,764  (26,711) (49) 61,317  125,219  (63,902) (51)
Other 102,061  80,181  21,880  27  201,906  182,759  19,147  10 
Total general and administrative $ 356,924  $ 353,707  $ 3,217  1  $ 733,018  $ 748,053  $ (15,035) (2)
% of net revenue 31  25  29  22 
____________________________________
(1) Excludes employee-related and professional services expenses.
General and administrative expenses changed for the three and six months ended June 30, 2026 as compared to 2025, reflecting:
• an increase in employee-related expenses, primarily due to higher average headcount reflecting, in part, the shift of certain customer support roles from outsourced resources to employees, tempered during the second quarter of 2026 as a result of the Restructuring; and
• a decrease in customer support costs, primarily due to lower transaction volume and fewer resources required after certain regulatory projects were completed in the prior year, as well as reflecting the shift of certain roles to employees.
There were no material changes to note within the other categories in the table above.
Losses (gains) on crypto assets held for operations, net

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Losses (gains) on crypto assets held for operations, net $ 31,719  $ (8,702) $ 40,421  (465) $ 66,870  $ 25,663  $ 41,207  161 

Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices, primarily Bitcoin. These changes were expanded in 2026 with recent customer reward offerings.
Restructuring
For both the three and six months ended June 30, 2026, restructuring expenses were $52.4 million, related to the Restructuring. There were no restructuring expenses for the three and six months ended June 30, 2025. See Note 3. Restructuring of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
Other operating (income) expense, net

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Platform-related incidents, net $ (5,893) $ 306,654  $ (312,547) (102) $ 30,780  $ 307,374  $ (276,594) (90)
Other (4,083) 1,371  (5,454) (398) (5,831) (5,248) (583) 11 
Total other operating (income) expense, net
$ (9,976) $ 308,025  $ (318,001) (103) $ 24,949  $ 302,126  $ (277,177) (92)

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Other operating (income) expense, net decreased for the three and six months ended June 30, 2026 as compared to 2025, primarily due to losses incurred in 2025, 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, net of recoveries.

Interest expense

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Interest expense $ 22,516  $ 20,535  $ 1,981  10  $ 45,085  $ 41,046  $ 4,039  10 

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

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Losses (gains) on crypto assets held for investment, net $ 209,499  $ (362,053) $ 571,552  (158) $ 691,855  $ 234,598  $ 457,257  195 

Losses (gains) on crypto assets held for investment, net changed for the three and six months ended June 30, 2026 as compared to 2025, primarily due to fair value remeasurement of these assets, mainly Bitcoin and Ethereum. The impact of this change in fair value expanded in the current period as we actively invested in Bitcoin.
Other expense (income), net

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

Losses (gains) on investments, net $ 58,178  $ (1,472,121) $ 1,530,299  (104) $ 11,381  $ (1,475,448) $ 1,486,829  (101)

Other (8,270) (34,784) 26,514  (76) (23,114) (25,269) 2,155  (9)
Other expense (income), net $ 49,908  $ (1,506,905) $ 1,556,813  (103) $ (11,733) $ (1,500,717) $ 1,488,984  (99)

Losses (gains) on investments, net changed for the three and six months ended June 30, 2026 as compared to 2025, primarily due to the fair value remeasurement of our investment in Circle Internet Group, Inc. (“Circle”) during the second quarter of 2025, following its initial public offering. Current period net losses reflect revaluation, offset in part by gains on the sale of a portion of our investment in Circle during the first quarter of 2026. There were no material changes to note within other.
(Benefit from) provision for income taxes

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
(in thousands, except %)
2026 2025 $ % 2026 2025 $ %

(Benefit from) provision for income taxes $ (35,943) $ 394,873  $ (430,816) (109) $ (106,531) $ 411,721  $ (518,252) (126)

For the periods presented, the change in (benefit from) provision for income taxes was primarily due to lower pre-tax income, partially offset by lower tax benefits related to stock-based compensation and a valuation allowance related to realized and unrealized capital losses.
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Non-GAAP and Other Measures
Adjusted EBITDA
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, (iii) losses, net of recoveries, 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, and (iv) costs of the Restructuring, as these costs are associated with discrete organizational changes and are not reflective of our core, ongoing business operations. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are primarily based on transactions on our platform and the sales of subscriptions and services.
• We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other expense (income), net, and (benefit from) provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.
Limitations of Adjusted EBITDA
We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes:
• (benefit from) provision for income taxes;
• interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;
• depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
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• stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
• losses directly related to the Data Theft Incident, net of recoveries;
• net gains or losses on our crypto assets held for investment;
• the impact of the Restructuring, which is not related to normal operations but impacted our results in 2026; 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 (loss) 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 (loss) income, and not to rely on any single financial measure to evaluate our business.
The following table provides a reconciliation of net (loss) income to Adjusted EBITDA (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net (loss) income $ (359,468) $ 1,428,900  $ (753,585)
$ 1,494,508 
Adjusted to exclude the following:
(Benefit from) provision for income taxes (35,943) 394,873  (106,531) 411,721 
Interest expense 22,516  20,535  45,085  41,046 
Depreciation and amortization 64,403  33,901  132,409  67,234 
Stock-based compensation expense 238,341  196,160  486,396  386,889 
Data Theft Incident (recoveries) losses, net (33,854) 306,654  (25,244) 306,654 
Losses (gains) on crypto assets held for investment, net 209,499  (362,053) 691,855  234,598 
Restructuring 52,408  —  52,408  — 
Other expense (income), net (1)
49,908  (1,506,905) (11,733) (1,500,717)
Adjusted EBITDA $ 207,810  $ 512,065  $ 511,060  $ 1,441,933 

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

Assets on Platform
We define Assets on Platform (“AOP”) as the total U.S. dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services.
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The following table sets forth the value of AOP by asset (in millions, except percentages):

June 30, 2026 June 30, 2025 Value Change

Units
Value
Units Value
%

Bitcoin 2.9  $ 170,800  2.8  $ 300,641  (43)
Ethereum 18.9  29,714  16.3  40,530  (27)
USDC N/A 8,874  N/A 7,485  19 
Other (1)
nm 36,478  nm 76,337  (52)
Total $ 245,866  $ 424,993  (42)

__________________
nm - not meaningful
(1) Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP.

Monthly Transacting Users
We define a MTU as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate transaction revenue or subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior. MTUs 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 six month period are calculated as the average of the quarterly MTUs within the period.

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, cash equivalents, and marketable investments, which totaled $8.8 billion as of June 30, 2026, 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 these requirements and plans for cash 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 with future cash flows from operations, future sales of marketable investments, a nd potential future equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that restrict our operation s.

Primary commitments
Long-term debt and other contractual obligations
We used cash to repay in full at maturity the $1.3 billion aggregate principal amount of our 0.50% convertible notes due June 1, 2026. As of June 30, 2026, our outstanding long-term debt consisted of convertible notes and senior notes with an aggregate principal amount of $6.0 billion, maturing between
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2028 and 2032. See Note 11. Long-Term Debt of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
Our other contractual obligations decreased materially from those as of December 31, 2025, primarily due to the fulfillment of a strategic equity investment commitment. See Note 20. Commitments and Contingencies of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
See Notes 13. Condensed Consolidated Balance Sheets Details and 18. Income Taxes of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details relating to our short- and long-term material cash requirements as of June 30, 2026.
Short-term borrowings
As of June 30, 2026, we held short-term borrowings of $539.2 million, denominated in crypto assets and payment stablecoins, which we use to facilitate institutional financing. See Note 6. Collateralized Arrangements and Financing of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
Repurchase program
As of June 30, 2026, our board of directors had authorized an aggregate $4.0 billion to repurchase, without expiration, our outstanding Class A common stock and long-term debt (the “Repurchase Program”). As of June 30, 2026, approximately $2.0 billion remained available, and no long-term debt has been repurchased under the Repurchase Program. See Issuer Purchases of Equity Securities included in Part II, Item 2 of this Quarterly Report on Form 10-Q for additional details.
Other resources and commitments
Crypto assets
We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
As of June 30, 2026, we held the following crypto assets: $86.5 million held for operations, $1.6 billion held as collateral, $229.1 million that were borrowed, and $1.5 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 assets as collateral for any loan, margin, rehypothecation, or other similar activities, without the customer’s consent.
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Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of June 30, 2026, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date. See the section titled Risk Factors—Depositing and withdrawing crypto assets into and from our platform involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of our Annual Report for further information.

Cash flows
The following table summarizes our Condensed Consolidated Statements of Cash Flows (in thousands):

Six Months Ended June 30,
2026 2025
Net cash provided by operating activities $ 380,054  $ 1,092,772 
Net cash used in investing activities (500,554) (812,829)
Net cash used in financing activities (3,573,227) (1,311,861)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents $ (3,693,727) $ (1,031,918)

Change in customer custodial cash and cash equivalents $ (1,011,102) $ (1,002,312)

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, USDC rewards, marketing programs, website hosting and infrastructure services, and professional services.
Net cash provided by operating activities decreased by $712.7 million for the six months ended June 30, 2026 as compared to 2025 primarily as a result of the $726.8 million decrease in total consumer, net transaction revenue.
Investing activities
Net cash used in investing activities decreased by $312.3 million for the six months ended June 30, 2026 as compared to 2025 primarily as a result of the $250.6 million decrease in net purchases of crypto assets held for investment.
Financing activities
Net cash used in financing activities increased by $2.3 billion for the six months ended June 30, 2026 as compared to 2025 primarily due to:
• $1.3 billion in cash used for the repayment of our 2026 Convertible Notes; and
• $1.2 billion in cash used to repurchase approximately 7.1 million shares of our outstanding Class A common stock.

Regulatory capital requirements
We are a highly regulated business subject to regulations on how we manage our liquidity, operations, and capital structure. As our primary operating subsidiary, Coinbase, Inc. (“CB Inc.”), is subject to the most significant capital requirements, we seek to minimize surplus capital at other subsidiaries and hold surplus at CB Inc. See Part I, Item 1 Business—Government Regulation in the Annual Report as well as Part I, Item 1A Risk Factors in the Annual Report for additional details about these regulations.
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We are required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets and payment stablecoins held in custody. Our money-transmitting subsidiary, CB Inc., and our custodian subsidiary, Coinbase Custody Trust Company, LLC (“CCTC”), which is a fiduciary under New York State Law and a qualified custodian under the Investment Advisers Act of 1940, are required to maintain minimum net capital requirements under agreements with the New York State Department of Financial Services. These subsidiaries and other subsidiaries are also subject to maintenance capital requirements by other regulators both within the United States and internationally. As of June 30, 2026, we were in compliance with these capital requirements.
As of June 30, 2026, our net capital requirements by subsidiary consisted of the following (in millions):

Net Capital
Required Net Capital (1)
Capital Surplus

CB Inc. $
2,066 

$
988 

$
1,078 

CCTC 510 

184 

326 

Other (2)
1,007 

64 

943 

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

Critical Accounting Estimates
Our 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 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 — Recent accounting pronouncements of the Notes to our 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 F inancial Statements associated with the effect of changes in market factors, including risks associated with interest rates, foreign currency, derivatives, marketable and strategic investments, and crypto assets. These assets and liabilities are held for purpo ses other than tr ading, except for our marketable investments, which are available for trading. 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 the Annual Report except for our market risk exposure on our crypto assets held for investment. Though the nature of this exposure and the overall implied volatility of the crypto assets underlying this exposure have not changed since December 31, 2025, the number of units we hold and the price of the assets have changed, resulting in a material change in the output of our sensitivity analysis.
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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 asset prices as of June 30, 2026 and December 31, 2025 would result in an $734.2 million and $1.0 billion impact, respectively, to the value of our Crypto assets held for investment and would have been recognized as a gain or loss in Losses on crypto assets held for investment, net in our Condensed Consolidated Statements of Operations. The decrease in the hypothetical gains or losses since December 31, 2025 primarily reflects a decrease in the prices of crypto assets held for investment.

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 June 30, 2026 . Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026 , 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 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.
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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
For a description of material legal proceedings in which we are involved, see Note 20. Commitments and Contingencies of the Notes to our 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 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
There have been no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). You should carefully consider the risks and uncertainties described in the Annual Report, 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 Financial Statements and related notes. The risks and uncertainties described in the Annual Report 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 such risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
There were no unregistered sales of equity securities during the three months ended June 30, 2026.
Issuer Purchases of Equity Securities
In October 2024, our board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration. In October 2025, our board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of our then outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”). In January 2026, our board of directors approved a $2.0 billion increase in the authorization of our previously announced repurchase program from $2.0 billion to $4.0 billion (as modified, the “Repurchase Program”). Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations. The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion. The Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our Class A
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common stock or Notes and may be modified, suspended, or discontinued at any time.
The following table contains information relating to the repurchases of shares of our Class A common stock made by us in the three months ended June 30, 2026.

Period Total Number of Shares Purchased Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 – April 30, 2026 —  $ —  —  $ 2,087,588,148 
May 1 – May 31, 2026 —  $ —  —  $ 2,087,588,148 
June 1 – June 30, 2026 814,249  $ 148.94  814,249  $ 1,966,316,652 
814,249  814,249 
__________________
(1) Average price paid per share includes commissions related to repurchases.
(2) Share counts reported in this table are recognized on a settlement date basis.

The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards. See the Condensed Consolidated Statements of Changes in Shareholders’ Equity included in Part I, Item 1 of this Quarterly Report on Form 10-Q for quantification of all shares repurchased by us during the periods presented.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable

ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended June 30, 2026, a trust affiliated with one of the Company’s non-employee directors adopted a Rule 10b5-1 Plan, which was entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.
On June 5, 2026 , the LAMA Community Trust (the “LAMA Trust”) , of which Marc Andreessen, a member of the Company’s board of directors , and his spouse are trustees, entered into a Rule 10b5-1 Plan (the “LAMA Trust Plan”) providing for the sale of up to 574,416 shares of Class A common stock owned by the LAMA Trust, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the LAMA Trust Plan during the period beginning on September 5, 2026 and ending on September 4, 2027 , or such earlier date as sale of all shares specified in the LAMA Trust Plan is completed or the occurrence of certain events set forth therein.
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ITEM 6. EXHIBITS

Incorporated by Reference Filed or Furnished Herewith
Exhibit
Number Description Form File No. Exhibit Filing Date
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X
104 Cover Page Interactive Data File - the cover page from the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 is formatted as Inline XBRL and contained in Exhibit 101
X

The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

COINBASE GLOBAL, INC.

Date: July 30, 2026
By:
/s/ Brian Armstrong

Brian Armstrong
Chief Executive Officer and Director
( Principal Executive Officer )

Date: July 30, 2026
By:
/s/ Alesia J. Haas

Alesia J. Haas
Chief Financial Officer
( Principal Financial Officer )

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