Coinbase Global, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm (Deloitte - PCAOB ID 34 ) 116 Consolidated Balance Sheets 120 Consolidated Statements of Operations 121 Consolidated Statements of Comprehensive Income (Loss) 122 Consolidated Statements of Changes in Stockholders' Equity 123 Consolidated Statements of Cash Flows 124 Notes to Consolidated Financial Statements 125 115 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Coinbase Global, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of Operations, Comprehensive Income (Loss), Changes in Stockholders’ Equity, and Cash Flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Crypto Assets Held in Cold Storage — including Corporate Crypto Assets Held, USDC and Customer Crypto Assets - Refer to Notes 2, 4, 5, 7, 11 and 21 of the financial statements 116 Critical Audit Matter Description Crypto assets are generally accessible only by the possessor of the unique private key relating to the digital wallet in which the crypto assets are held. Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet. The Company primarily holds crypto assets for its own use, and on behalf of customers, in wallets within its cold storage environment. The loss, theft, or otherwise compromise of access to the private keys required to access the crypto assets in cold storage could adversely affect the Company’s ability to access the crypto assets within its environment. This could result in loss of corporate crypto assets held or loss of crypto assets safeguarded on behalf of customers. We identified crypto assets in cold storage as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights & obligations of crypto assets in cold storage. The nature and extent of audit effort required to address the matter includes significant involvement of more experienced engagement team members and discussions and consultations with subject matter experts related to the matter.  How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to crypto assets in cold storage included the following, among others: • We consulted with subject matter experts regarding our planned audit response to address certain risks of material misstatement of crypto assets in cold storage. • We tested the effectiveness of controls within the Company’s private key management process including controls related to physical access, key generation, and segregation of duties across the processes. • We tested the effectiveness of management’s reconciliation control of internal books and records to external blockchains. • We tested the effectiveness of management’s control to segregate corporate crypto asset balances from customer crypto asset balances. • We tested the effectiveness of controls within the processes of customer crypto asset deposits and customer crypto asset withdrawals. • We obtained evidence to evaluate crypto asset balances for appropriate segregation between corporate crypto assets and customer crypto assets. • We utilized our proprietary audit tool to independently obtain evidence from public blockchains to test the existence of crypto asset balances. • We obtained evidence that management has control of the private keys required to access crypto assets in cold storage through a combination of decoding cryptographic messages signed using selected private keys or through observing the movement of selected crypto assets. • We evaluated the reliability of audit evidence obtained from public blockchains. Commitments and Contingencies - SEC complaint and legal actions by U.S. state securities regulators — Refer to Note 21 to the financial statements 117 Critical Audit Matter Description The Securities and Exchange Commission (“SEC”) filed a complaint against the Company in 2023 alleging that the Company has acted as an unregistered securities exchange, broker, and clearing agency and has, through its staking program, offered and sold securities without registering its offers and sales. Additionally, the Company is the subject of various legal actions initiated by U.S. state securities regulators. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records 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. Because the outcome of these matters remains uncertain, the Company has not recorded or disclosed a loss contingency as of December 31, 2024. An adverse resolution of the SEC’s complaint or legal actions initiated by U.S. state securities regulators could have a material impact on the Company’s business and financial statements. We identified the evaluation of potential loss contingencies, and related disclosures, related to the SEC complaint and legal actions initiated by U.S. state securities regulators as a critical audit matter because auditing management's judgment in determining the probability and estimate of loss required significant auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the potential loss contingencies involving the SEC complaint and legal actions initiated by the U.S. state securities regulators included the following, among others: • We tested the effectiveness of internal controls related to management's review of loss contingencies and approval of the accounting treatment and related disclosures. • We inquired of the Company's internal and external legal counsel to understand the legal merits and the basis for the Company's conclusion specific to the likelihood of loss and the estimate of potential loss or range of loss, as applicable. • We obtained and evaluated management's evaluation of the probability of loss and estimation of loss through inquiries, reading the court rulings and briefs prepared by management, and obtaining written responses from internal and external legal counsels. • We evaluated events subsequent to December 31, 2024 that might impact our evaluation of the probability of loss, including any related accrual or disclosure. • We obtained written representations from executives of the Company. • We evaluated whether the Company's disclosures were consistent with our testing. /s/ Deloitte & Touche LLP San Francisco, California February 13, 2025 We have served as the Company's auditor since 2020. 118 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Coinbase Global, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Coinbase Global, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 of the Company and our report dated February 13, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, California February 13, 2025 119 Table of Contents Coinbase Global, Inc. Consolidated Balance Sheets (In thousands, except per share data) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 8,543,903 $ 5,139,351 Restricted cash and cash equivalents 38,519 22,992 USDC 1,241,808 576,028 Customer custodial funds 6,158,949 4,570,845 Crypto assets held for operations 82,781 74,103 Loan receivables 475,370 193,425 Crypto assets held as collateral 767,484 354,008 Crypto assets borrowed 261,052 45,212 Accounts receivable, net 265,251 168,290 Other current assets 277,536 212,540 Total current assets 18,112,653 11,356,794 Crypto assets held for investment 1,552,995 330,610 Deferred tax assets 941,298 1,272,233 Software and equipment, net 200,080 192,550 Goodwill 1,139,670 1,139,670 Intangible assets, net 46,804 86,422 Other non-current assets 548,451 375,622 Total assets $ 22,541,951 $ 14,753,901 Liabilities and Stockholders’ Equity Current liabilities: Customer custodial fund liabilities $ 6,158,949 $ 4,570,845 Accounts payable 63,316 39,294 Crypto asset borrowings 300,110 62,980 Obligation to return collateral 792,125 355,071 Accrued expenses and other current liabilities 626,820 456,889 Total current liabilities 7,941,320 5,485,079 Long-term debt 4,234,081 2,979,957 Other non-current liabilities 89,708 7,216 Total liabilities 12,265,109 8,472,252 Commitments and contingencies (Note 21) Stockholders’ equity: Preferred stock, $ 0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of December 31, 2024 and December 31, 2023 — — Class A common stock, $ 0.00001 par value; 10,000,000 shares authorized at December 31, 2024 and December 31, 2023; 209,762 and 195,192 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively 2 2 Class B common stock, $ 0.00001 par value; 500,000 shares authorized at December 31, 2024 and December 31, 2023; 43,878 and 46,856 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively — — Additional paid-in capital 5,365,990 4,491,571 Accumulated other comprehensive loss ( 50,051 ) ( 30,270 ) Retained earnings 4,960,901 1,820,346 Total stockholders’ equity 10,276,842 6,281,649 Total liabilities and stockholders’ equity $ 22,541,951 $ 14,753,901 The accompanying notes are an integral part of these Consolidated Financial Statements. 120 Table of Contents Coinbase Global, Inc. Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2024 2023 2022 Revenue: Net revenue $ 6,293,246 $ 2,926,540 $ 3,148,815 Other revenue 270,782 181,843 45,393 Total revenue 6,564,028 3,108,383 3,194,208 Operating expenses: Transaction expense 897,707 420,705 629,880 Technology and development 1,468,252 1,324,541 2,326,354 Sales and marketing 654,444 332,312 510,089 General and administrative 1,300,257 1,074,308 1,600,586 Gains on crypto assets held for operations, net ( 71,725 ) — — Crypto asset impairment, net — ( 34,675 ) 722,211 Restructuring — 142,594 40,703 Other operating expense, net 7,933 10,260 74,593 Total operating expenses 4,256,868 3,270,045 5,904,416 Operating income (loss) 2,307,160 ( 161,662 ) ( 2,710,208 ) Interest expense 80,645 82,766 88,901 Gains on crypto assets held for investment, net ( 687,055 ) — — Other (income) expense, net ( 29,074 ) ( 167,583 ) 265,473 Income (loss) before income taxes 2,942,644 ( 76,845 ) ( 3,064,582 ) Provision for (benefit from) income taxes 363,578 ( 171,716 ) ( 439,633 ) Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 ) Net income (loss) attributable to common stockholders: Basic $ 2,577,755 $ 94,752 $ ( 2,624,949 ) Diluted $ 2,591,248 $ 94,751 $ ( 2,631,179 ) Net income (loss) per share: Basic $ 10.42 $ 0.40 $ ( 11.81 ) Diluted $ 9.48 $ 0.37 $ ( 11.83 ) Weighted-average shares of common stock used to compute net income (loss) per share: Basic 247,374 235,796 222,314 Diluted 273,377 254,391 222,338 The accompanying notes are an integral part of these Consolidated Financial Statements. 121 Table of Contents Coinbase Global, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 ) Other comprehensive (loss) income: Translation adjustment ( 19,653 ) 9,077 ( 41,502 ) Income tax effect 128 741 ( 6,291 ) Translation adjustment, net of tax ( 19,781 ) 8,336 ( 35,211 ) Comprehensive income (loss) $ 2,559,285 $ 103,207 $ ( 2,660,160 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 122 Table of Contents Coinbase Global, Inc. Consolidated Statements of Changes in Stockholders' Equity (In thousands) Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Common Stock Shares Amount Total Balance at January 1, 2022 217,117 $ 2 $ 2,034,658 $ ( 3,395 ) $ 4,350,424 $ 6,381,689 Issuance of equity instruments as consideration for business combinations 1,663 — 314,356 — — 314,356 Issuance of common stock to settle contingent consideration 58 — 4,661 — — 4,661 Issuance of common stock upon settlement of stock awards, net of shares withheld 7,870 — ( 351,867 ) — — ( 351,867 ) Issuance of common stock upon exercise of stock options, net of repurchases 3,883 — 56,737 — — 56,737 Issuance of common stock under the Employee Stock Purchase Plan (“ESPP”) 275 — 21,622 — — 21,622 Stock-based compensation (inclusive of capitalized stock-based compensation) — — 1,683,840 — — 1,683,840 Other — — 3,679 — — 3,679 Other comprehensive loss — — — ( 35,211 ) — ( 35,211 ) Net loss — — — — ( 2,624,949 ) ( 2,624,949 ) Balance at December 31, 2022 230,866 $ 2 $ 3,767,686 $ ( 38,606 ) $ 1,725,475 $ 5,454,557 Issuance of equity instruments as consideration for business combination 961 — 11,302 — — 11,302 Issuance of common stock to settle contingent consideration 28 — 2,291 — — 2,291 Issuance of common stock upon settlement of stock awards, net of shares withheld 6,833 — ( 277,798 ) — — ( 277,798 ) Issuance of common stock upon exercise of stock options, net of repurchases 2,979 — 50,804 — — 50,804 Issuance of common stock under the ESPP 381 — 18,959 — — 18,959 Stock-based compensation (inclusive of capitalized stock-based compensation) — — 834,285 — — 834,285 Stock-based compensation expense recognized in relation to restructuring — — 84,042 — — 84,042 Other comprehensive income — — — 8,336 — 8,336 Net income — — — — 94,871 94,871 Balance at December 31, 2023 242,048 $ 2 $ 4,491,571 $ ( 30,270 ) $ 1,820,346 $ 6,281,649 Cumulative-effect adjustment due to the adoption of Accounting Standards Update (“ASU”) 2023-08, net of tax — — — — 561,489 561,489 Issuance of common stock upon settlement of stock awards, net of shares withheld 5,608 — ( 117,225 ) — — ( 117,225 ) Issuance of common stock upon exercise of stock options, net of repurchases 5,661 — 126,733 — — 126,733 Issuance of common stock under the ESPP, net of shares withheld 361 — 18,597 — — 18,597 Stock-based compensation (inclusive of capitalized stock-based compensation) — — 960,906 — — 960,906 Purchases of capped calls — — ( 104,110 ) — — ( 104,110 ) Other ( 38 ) — ( 10,482 ) — — ( 10,482 ) Other comprehensive loss — — — ( 19,781 ) — ( 19,781 ) Net income — — — — 2,579,066 2,579,066 Balance at December 31, 2024 253,640 $ 2 $ 5,365,990 $ ( 50,051 ) $ 4,960,901 $ 10,276,842 The accompanying notes are an integral part of these Consolidated Financial Statements. 123 Table of Contents Coinbase Global, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 127,518 139,642 154,069 Investment impairment expense 18,717 29,375 101,445 Stock-based compensation expense 912,838 780,668 1,565,823 Deferred income taxes 151,315 ( 216,334 ) ( 468,035 ) Gains on crypto assets held for operations, net ( 71,725 ) — — Gains on crypto assets held for investment, net ( 687,055 ) — — Gain on extinguishment of long-term debt, net — ( 117,383 ) — Gains on crypto assets held, net (prior to ASU 2023-08) — ( 145,594 ) ( 36,666 ) Crypto asset impairment expense (prior to ASU 2023-08) — 96,783 757,257 Crypto assets received as revenue (prior to ASU 2023-08) — ( 460,878 ) ( 470,591 ) Crypto asset payments for expenses (prior to ASU 2023-08) — 298,255 383,221 Other operating activities, net 4,172 97,340 84,455 Net changes in operating assets and liabilities ( 478,002 ) 326,206 ( 1,031,448 ) Net cash provided by (used in) operating activities 2,556,844 922,951 ( 1,585,419 ) Cash flows from investing activities Business combinations, net of cash acquired — ( 30,730 ) ( 186,150 ) Fiat loans originated ( 1,700,055 ) ( 586,691 ) ( 207,349 ) Proceeds from repayment of fiat loans 1,488,500 513,698 327,539 Purchase of crypto assets held (prior to ASU 2023-08) — ( 277,367 ) ( 1,400,032 ) Sale of crypto assets held (prior to ASU 2023-08) — 461,325 969,185 Other investing activities, net ( 70,830 ) ( 74,843 ) ( 167,015 ) Net cash (used in) provided by investing activities ( 282,385 ) 5,392 ( 663,822 ) Cash flows from financing activities Issuance of common stock upon exercise of stock options, net of repurchases 126,140 47,944 51,497 Taxes paid related to net share settlement of equity awards ( 117,225 ) ( 277,798 ) ( 351,867 ) Customer custodial fund liabilities 1,638,087 ( 274,822 ) ( 5,562,558 ) Issuance of convertible senior notes, net 1,246,025 — — Purchases of capped calls ( 104,110 ) — — Repayment of long-term debt — ( 303,533 ) — Fiat received as collateral 567,806 66,014 — Fiat received as collateral returned ( 544,228 ) ( 64,952 ) — Proceeds from short-term borrowings — 31,640 190,956 Repayments of short-term borrowings — ( 52,122 ) ( 191,073 ) Other financing activities, net 16,426 16,297 24,527 Net cash provided by (used in) financing activities 2,828,921 ( 811,332 ) ( 5,838,518 ) Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents 5,103,380 117,011 ( 8,087,759 ) Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents ( 48,367 ) 8,772 ( 163,257 ) Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period 9,555,429 9,429,646 17,680,662 Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 14,610,442 $ 9,555,429 $ 9,429,646 The accompanying notes are an integral part of these Consolidated Financial Statements. 124 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements F 1. NATURE OF OPERATIONS Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”). The Company provides a trusted platform that serves as a compliant on-ramp to the onchain economy and enables users to engage in a wide variety of activities with their crypto assets in both proprietary and third-party product experiences enabled by access to decentralized applications. The Company offers (i) consumers their primary financial account for the cryptoeconomy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain. The Company is remote-first and accordingly, does not maintain a headquarters. Substantially all of the Company’s executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in the Company’s offices or in various of the Company’s offices distributed around the world. The Company holds all of its stockholder meetings virtually. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and preparation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements. Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Consolidated Financial Statements and notes thereto. Significant estimates and assumptions include the determination of the recognition, measurement, and valuation of current and deferred income taxes; the fair value of performance stock-based awards issued; the useful lives of long-lived assets; the impairment of long-lived assets; the valuation of privately-held strategic investments, including impairments; the identification and valuation of assets acquired and liabilities assumed in business combinations; the fair value of derivatives; loss contingency identification and valuation, including assessing the likelihood of adverse outcomes from positions, claims, and disputes, recoveries of losses recorded, and associated timing. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between these estimates and actual results, the Consolidated Financial Statements will be affected. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. Certain prior period amounts in the Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. Change in accounting principle Safeguarding customer crypto assets and safeguarding customer crypto liabilities On January 30, 2025, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 122 (“SAB 122”). SAB 122 rescinds the previously-issued interpretative guidance included within SAB 121 with respect to accounting for obligations to safeguard crypto assets that an entity holds for its customers. SAB 122 directs an entity to apply Accounting Standards Codification 125 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements (“ASC”) 450-20, Loss Contingencies to determine whether an entity has a liability related to risk of loss from an obligation to safeguard crypto assets for customers. The Company has adopted SAB 122 as of December 31, 2024 on a retrospective basis. As a result of the adoption of SAB 122, the Company has derecognized the Safeguarding customer crypto assets and Safeguarding customer crypto liabilities, and related deferred tax asset and liability, previously recognized in the Consolidated Financial Statements. The Company has also reclassified crypto assets held as collateral and the related obligation to return collateral that were previously recognized within Safeguarding customer crypto assets and Safeguarding customer crypto liabilities to conform to current year presentation. In accordance with GAAP, the periods presented have been retrospectively adjusted to reflect this change, with no impact on revenue, operating income, net income, earnings per share, or any other components of equity or net assets. The following table shows the changes in presentation in the Consolidated Balance Sheets upon the Company’s change in accounting principle to reflect the derecognition of Safeguarding customer crypto assets and Safeguarding customer crypto liabilities (in thousands): As of December 31, 2023 As Previously Reported Adjustment As Adjusted Safeguarding customer crypto assets $ 192,583,060 $ ( 192,583,060 ) $ — Safeguarding customer crypto liabilities 192,583,060 ( 192,583,060 ) — Recent accounting pronouncements Recently adopted accounting pronouncements Segment reporting On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting (“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis. See —Segment reporting below for additional information. Crypto assets On December 13, 2023, the FASB issued ASU No. 2023-08. ASU 2023-08 amends ASC 350, Intangibles – Goodwill and Other, to provide guidance on the accounting for and disclosure of crypto assets and requires that the Company (i) subsequently remeasure crypto assets at fair value in the Consolidated Balance Sheets and record gains and losses from remeasurement in Net income (loss) in the Consolidated Statements of Operations; (ii) present crypto assets separate from other intangible assets in the Consolidated Balance Sheets; (iii) present the gains and losses from remeasurement of crypto assets separately in the Consolidated Statements of Operations; and (iv) provide specific disclosures for crypto assets. The Company early adopted ASU 2023-08 on January 1, 2024 on a modified retrospective basis. Upon adoption, the Company recognized a fair value adjustment on crypto assets held of $ 739.5 million and established an associated deferred tax liability of $ 177.9 million , for a net cumulative-effect adjustment of $ 561.5 million increasing retained earnings. Contemporaneously with the adoption of ASU 2023-08, the Company dedesignated $ 62.9 million of crypto assets borrowed that previously qualified as fair value hedges against the corresponding crypto asset borrowings. There was a net zero impact of the cumulative fair value hedge basis adjustments that were reversed and recorded in 126 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Transaction expense in the Consolidated Statements of Operations. As of December 31, 2023, the cumulative amount of the fair value hedge adjustment was $ 3.9 million. As a result of the adoption of ASU 2023-08, the Company introduced four new categories of crypto assets held in the Consolidated Balance Sheets based on their nature: Crypto assets held for investment, Crypto assets held for operations, Crypto assets borrowed, and Crypto assets held as collateral. The following table shows the changes in presentation in the Consolidated Balance Sheets upon the Company’s adoption of ASU 2023-08 (in thousands) for previously recognized crypto assets held: December 31, 2023 Previously Reported Adjustment As Adjusted Crypto assets held $ 449,925 $ ( 449,925 ) $ — Crypto assets held for investment — 330,610 330,610 Crypto assets held for operations — 74,103 74,103 Crypto assets borrowed — 45,212 45,212 $ 449,925 $ — $ 449,925 See —Collateralized Arrangements and Financing, Crypto assets held for operations, and Crypto assets held for investments below, and Notes 4. Collateralized Arrangements and Financing, 5. Crypto Assets Held for Operations and 7. Crypto Assets Held for Investment for additional information. As a result of the adoption of ASU 2023-08, the Company no longer records Crypto asset impairment, net in the Consolidated Statements of Operations. During the years ended December 31, 2023 and 2022, an immaterial amount and $ 722.2 million, respectively, was recorded. Income taxes On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company early adopted ASU 2023-09 for the year ended December 31, 2024 on a prospective basis. See Note 17. Income Taxes for additional information. Accounting pronouncements pending adoption On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements. As a Segment reporting The Company reports its segment information to reflect the manner in which the CODM reviews and assesses performance. The Company’s Chief Executive Officer and President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole. The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating 127 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Transaction revenue Consumer transaction revenue represents transaction fees earned from customers that are primarily individuals, while institutional transaction revenue represents transaction fees earned from institutional customers, such as hedge funds, family offices, principal trading firms, and financial institutions. Other transaction revenue includes Base sequencer revenue. Consumer and institutional revenue Transaction fees comprise a single performance obligation to provide a crypto asset matching service when customers buy, sell, or convert crypto assets. The Company is an agent in transactions between customers and presents revenue for the fees earned on a net basis. Judgment is required in determining whether the Company is the principal or the agent in transactions between customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset provided before it is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers to provide the crypto asset to the customer (net). The Company does not control the crypto asset being provided before it is transferred to the buyer, does not have inventory risk related to the crypto asset, and is not responsible for the fulfillment of the crypto asset. The Company also does not set the price for the crypto asset as the price is a market rate established by users of the platform. As a result, the Company has determined that it acts as an agent in facilitating the ability for a customer to purchase crypto assets from another customer. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers, which include user agreements, are open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided. The Company charges a fee at the transaction level. The transaction price, represented by the transaction fee, is calculated based on volume and varies depending on payment type and the value of the transaction. For certain customers, the Company utilizes a tiered pricing strategy for crypto asset 128 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements transactions, whereby the fee rates charged for purchase or sale transactions executed by a customer on the Company’s platform are driven primarily by transaction volume processed for a specific historical period. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction. Transaction revenue includes estimates for reductions in revenue from transaction fee reversals that may not be recovered from customers. Such reversals occur when the customer disputes a transaction processed on their credit card or their bank account for a variety of reasons and seeks to have the charge reversed after the Company has processed the transaction. These amounts are estimated based upon the most likely amount of consideration to which the Company will be entitled. All estimates are based on historical experience and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. All estimates of variable consideration are reassessed periodically. The total transaction price is allocated to the single performance obligation. While the Company recognizes transaction fee reversals as a reduction of net revenue, crypto asset losses related to those same transaction reversals are included in Transaction expense. Transaction fees for derivatives comprise trade execution fees recognized as revenue by the Company for meeting the performance obligation of executing a trade on its derivative exchanges. Trade execution fees can be variable based on trade volume tiered discounts, determined based on prior month trading volumes, and are reduced by any transaction-specific rebates provided to the customer. Trade execution fees, as well as any tiered volume discounts, are calculated in accordance with the Company’s published fee schedules. Other transaction revenue Other transaction revenue primarily comprises Base sequencer revenue and fees the Company charges customers at the transaction level to process deposits to, and withdrawals from, the Company’s platform, Generally, Other transaction revenue consists of a single performance obligation and is recognized at the time that a transaction is executed. Base sequencer revenue is denominated in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction. Subscription and services revenue Stablecoin revenue The Company earns revenue through an arrangement, as updated in August 2023 and further updated in November 2024, with Circle Internet Financial, LLC (“Circle”). The Company’s revenue from this arrangement is determined based on the daily income generated from the reserves backing USDC, which is dependent on the total USDC market capitalization, defined as the total amount of USDC in circulatio n , less the management fees charged by non-affiliated third parties managing such reserves and certain other expenses (the “Payment Base”). From the Payment Base, (i) Circle retains a portion in consideration of its role as issuer of USDC, (ii) the Company and Circle earn an amount based on the share of USDC held on their respective platforms, (iii) other approved participants in the USDC ecosystem earn an amount based on terms agreed between the approved participant, Circle, and the Company, and (iv) the Company receives 50% of the remaining Payment Base. The arrangement is not within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) as Circle is not a customer of the Company. Revenue is accrued on a monthly basis as it becomes realizable. 129 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Blockchain rewards Blockchain rewards primarily comprises staking revenue, in which the Company participates in networks with proof-of-stake consensus algorithms through creating or validating blocks on the network using the staking validators that it controls. Blockchain protocols, or the participants that form the protocol networks, reward users for performing various activities on the blockchain. The most common form today is participating in proof-of-stake networks, however, there are other consensus algorithms. The Company considers itself the principal in transactions with the blockchain networks, and therefore presents such blockchain rewards earned on a gross basis. In exchange for participating in the consensus mechanism of these networks, the Company recognizes revenue in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number of tokens received and the fair value of the token at contract inception. Interest and finance fee income The Company holds customer custodial funds at certain third-party depository institutions and asset managers which earn interest. Interest income earned from customer custodial funds is calculated using the interest method and is not within the scope of ASC 606. Prime Financing interest income on fiat and USDC denominated loans receivable is accrued using the interest method over the term of the loan, and is not within the scope of ASC 606. Prime Financing fees earned on crypto asset loans receivable are denominated in crypto assets and are recognized on an accrual basis over the over term of the loan. The amount earned depends on the total loans issued and the contractual rates. Custodial fee revenue The Company provides a dedicated secure cold storage solution to customers through Prime Custody and earns a fee, which is based on a contractual percentage of the daily value of assets under custody. The fee is collected on a monthly basis. These contracts typically have one performance obligation which is provided and satisfied over the term of the contracts as customers simultaneously receive and consume the benefits of the services. The contract may be terminated by a customer at any time, without incurring a penalty. Customers are billed on the last day of the month during which services were provided, with the amounts generally being due within thirty days of receipt of the invoice. Other subscription and services revenue Other subscription and services revenue primarily comprises revenue from: Coinbase One; developer product revenue, including items such as delegation, participation and infrastructure services; and revenue from other subscription licenses. Generally, revenue from other subscription and services contains one performance obligation, may have variable and non-cash consideration, and is recognized at a point in time or over the period that services are provided. Other revenue Corporate interest and other income Corporate interest and other income primarily comprises interest income earned on corporate cash and cash equivalents held at third-party banks and asset managers, calculated using the interest method and reported within Other revenue in the Consolidated Statements of Operations. Collateralized arrangements and financing Lending and related collateral The Company lends corporate cash, USDC, crypto assets borrowed, and crypto assets held for investment to eligible institutional customers through Prime Financing. Prime Financing loans may have 130 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements open ended or fixed terms that are less than one year, with the exception of trade finance arrangements, which enable customers to instantly invest in crypto assets without pre-funding their trade. These arrangements are typically settled in one to three days. Fiat and crypto asset loan receivables are recorded in Loan receivables in the Consolidated Balance Sheets. Fiat loans receivable are measured at amortized cost. The carrying value of fiat loan receivables approximates their fair value due to their short-term duration of less than 12 months. USDC loaned to customers is not derecognized from the Consolidated Balance Sheets as the borrower has an obligation to return the same financial assets (USDC) back to the Company in order to release the collateral pledged for the loan. If a lending arrangement is open-ended, there is a call option and written put option on the same or similar asset embedded within the loan. This constitutes a form of continuing involvement with the USDC transferred and therefore the Company maintains effective control over the USDC. USDC loaned remains recorded in USDC in the Consolidated Balance Sheets. Crypto asset loan receivables are initially and subsequently measured at the fair value of the underlying crypto asset loaned with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. Interest receivable is recorded on an accrual basis separately from the carrying value of the loan receivables within Accounts receivable, net in the Consolidated Balance Sheets. Fee income earned on these loans are recorded in Interest and finance fee income within Net revenue in the Consolidated Statements of Operations. Prime Financing loans are fully collateralized by a customer’s pledged fiat, USDC, or crypto assets, as applicable. The Company adheres to strict internal risk management and liquidation protocols for loan counterparty defaults, including restricting trading and withdrawals and liquidating assets in borrowers’ accounts as contractually permitted. The Company continuously and systematically monitors the fair value of the related collateral assets pledged compared to the fair value of the related loan receivable and customer loans not meeting recognition criteria, and if the value of the borrower’s eligible collateral falls below the required collateral requirement, the customer is obligated to deposit additional collateral up to the required collateral level. Accordingly, the Company applies the collateral maintenance provision practical expedient to determine if an allowance for doubtful accounts is required on loans receivable (including loans that do not meet the criteria for derecognition of the USDC or recognition of the related loans receivable). The Company’s credit exposure is significantly limited and no allowance, write-offs, or recoveries have been recorded against loan receivables or customer loans not meeting recognition criteria for the periods presented due to the collateral requirements the Company applies to such loans, the Company’s process for collateral maintenance, and collateral held on the Company’s platform. The Company would recognize credit losses on these loans if there is a collateral shortfall and it is not reasonably expected that the borrower will replenish such a shortfall. Due to the nature of the collateral the Company requires to be pledged, the Company is readily able to liquidate in the case of the borrower’s default. The Company accounts for collateral it receives as follows, with an associated obligation to return collateral, as applicable: Collateral Received Recognition Trigger Fiat Fiat collateral is recognized if the Company obtains control of the collateral. USDC USDC collateral on fiat or crypto asset loan receivables are recognized only in the event of default. If USDC collateral is sold, the associated proceeds are recognized. USDC collateral on USDC loans not meeting the recognition criteria is recognized if the Company has the right to sell, pledge, or rehypothecate the collateral. (1) Crypto assets Crypto asset collateral is recognized if the Company obtains control of the collateral. (1) (1) The Company does not reuse or rehypothecate customer USDC or crypto assets nor grant security interests in such assets, in each case unless required by law or expressly agreed to by the customer. 131 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Crypto assets held as collateral are initially recorded at cost and are subsequently remeasured at fair value with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets held as collateral includes collateral within the Company’s control and may exceed the required contractual amounts. Crypto assets held as collateral are derecognized from the Consolidated Balance Sheets when the collateral is returned to the borrower or when the collateral is sold or rehypothecated. Gains and losses at the time of derecognition are determined on a weighted average cost basis. Obligation to return collateral in the form of crypto assets is accounted for as a hybrid instrument, with a liability host contract that contains an embedded derivative based on the changes in fair value of the underlying crypto asset. The gain or loss on remeasurement of the Obligation to return collateral is recorded in Transaction expense. See Note 23. Supplemental Disclosures of Cash Flow Information for details on flows of non-cash collateral, including crypto assets. Borrowings and related collateral To facilitate Prime Financing loans, the Company may borrow USDC and crypto assets from third parties. USDC borrowed by the Company that has not been subsequently sold or rehypothecated is not recorded in the Consolidated Balance Sheets as it does not meet the criteria for recognition as the Company has an obligation to return the same financial assets (USDC) back to the lender in order to release the collateral pledged for the loan. If a borrowing arrangement is open-ended, there is a call option and written put option on the same or similar asset embedded within the borrowing. This constitutes a form of continuing involvement with the USDC transferred and therefore the lender maintains effective control over the USDC. USDC that has been subsequently sold or rehypothecated is recognized as USDC with a corresponding liability in Other payables in the Consolidated Balance Sheets. Crypto assets borrowed by the Company are recorded in Crypto assets borrowed, and the associated liabilities are recorded in Crypto asset borrowings in the Consolidated Balance Sheets. Crypto assets borrowed by the Company, that have not been loaned out, are recorded in Crypto assets borrowed in the Consolidated Balance Sheets. Crypto assets borrowed are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets borrowed are derecognized from the Consolidated Balance Sheets when they are used to originate loans with customers, in which case they are recorded as Loan receivables in the Consolidated Balance Sheets, or when they are repaid to third parties. Gains and losses at the time of derecognition are determined using the specific identification method. Crypto asset borrowings are accounted for as hybrid instruments. The liability host contract is not accounted for as a debt instrument because it is not a financial liability and is carried at the initial fair value of the assets acquired. The embedded derivative relates to the changes in the fair value of the underlying crypto asset and is subsequently measured at fair value, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. The term of these crypto asset borrowings either can be for a fixed term of less than one year or open-ended and repayable at the option of the Company or the lender. These borrowings bear a fee payable by the Company to the lender, which is based on a percentage of the amount borrowed. Fee expenses for crypto asset borrowings are accrued and recognized over the term of the loan to recognize the costs of the loan for the period that the loan is outstanding and are included in Transaction expense in the Consolidated Statements of Operations. 132 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Under the terms of the Company’s USDC and crypto asset borrowing arrangements, the Company may be required to maintain a collateral to borrowing ratio and pledge fiat, USDC, or crypto assets as collateral. The lender is not obligated to return collateral equal to the fair value of the borrowings if the Company defaults on its borrowings. As of December 31, 2024, the Company has not defaulted on any of its borrowings. The Company accounts for collateral it pledges as follows: • Fiat pledged is derecognized and a related receivable is recognized within Other current assets in the Consolidated Balance Sheets. • USDC pledged as collateral where the lender has the right to sell, pledge, or rehypothecate the collateral is recorded within Other current assets in the Consolidated Balance Sheets. • USDC pledged as collateral where the lender does not have the right to sell, pledge, or rehypothecate the collateral remains recorded within USDC in the Consolidated Balance Sheets. • Crypto assets pledged as collateral are derecognized and a related receivable is recognized in Other current assets in the Consolidated Balance Sheets if the Company has lost control of collateral. • Crypto assets pledged as collateral where the Company retains control of the collateral remains recorded within Crypto assets borrowed or Crypto assets held for investment in the Consolidated Balance Sheets. Cash and cash equivalents Cash and cash equivalents include cash and interest-bearing highly liquid investments, such as money market funds, held at financial institutions and asset managers, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at venues. Venues include other crypto asset trading platforms that hold money transmitter licenses and payment processors. Funds held at financial institutions Cash and cash equivalents 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 trading venues, payment processors, and clearing brokers The Company holds cash at trading venues, payment processors, and clearing brokers, and performs a regular assessment of these venues as part of its risk management process. As of December 31, 2024 and 2023, the Company held $ 88.2 million and $ 88.8 million, respectively, in cash at these venues. Restricted cash and cash equivalents The Company has restricted cash deposits and interest-bearing highly liquid investments held at financial institutions related to operational reserves. USDC USDC is a stablecoin redeemable on a one-to-one basis for U.S. dollars and is accounted for as a financial instrument in the Consolidated Balance Sheets. Circle reported that, as of December 31, 2024 and 2023, underlying reserves were held in cash within segregated accounts titled for the benefit of USDC holders and a government money market fund that held cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements and were in excess of the outstanding amount of USDC. 133 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Crypto assets held for operations The Company may receive crypto assets as a form of payment for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue, which are recorded in Crypto assets held for operations in the Consolidated Balance Sheets when received. Crypto assets received as a form of payment are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. Crypto assets held for operations are initially recorded at the transaction price of the crypto assets at initial recognition and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Gains on crypto assets held for operations, net in the Consolidated Statements of Operations. Realized gains and losses on disposition are recognized on a first-in-first-out basis. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Gains and losses are influenced by the volume and mix of crypto assets received and used, and the timing of the turnover of these crypto assets. Cash flows from crypto assets held for operations are recorded as Net changes in operating assets and liabilities in the Consolidated Statements of Cash Flows. Accounts receivable and allowance for doubtful accounts Accounts receivable are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates, and are recognized as an asset in the Consolidated Balance Sheets. Accounts receivable, net consists of stablecoin revenue receivable, customer fee revenue receivable, and other receivables. Stablecoin revenue receivable represents the Company’s portion of income earned and receivable on USDC reserves through its arrangement with Circle. Customer fee revenue receivable primarily comprises receivables from custodial fee revenue and other subscription and services revenue. Receivables are recorded at the transaction price, representing consideration to which the Company expects to be entitled to in exchange for satisfying performance obligations. For obligations satisfied over time, receivables are recognized as revenue is earned, typically monthly. For obligations satisfied at a point in time, receivables are recognized when the obligation is complete. Accounts receivable denominated in crypto assets represent rights to receive a fixed amount of crypto assets at the time of invoicing and are initially and subsequently measured at the fair value of the underlying crypto assets to be received, with changes in the fair value recorded in Other operating expense, net in the Consolidated Statements of Operations. The Company recognizes an allowance for doubtful accounts for accounts receivable based on expected credit losses. In determining expected credit losses, the Company considers historical loss experience and the aging of its accounts receivable balances. Crypto assets held for investment Crypto assets held for investment are primarily held long term. The Company does not engage in regular trading of these assets but may lend them through Prime Financing or stake them. When crypto assets that were loaned are returned, they continue to be held for investment. See Note 4. Collateralized Arrangements and Financing for details on Prime Financing activities. Crypto assets held for investment are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Gains on crypto assets held for investment, net in the Consolidated Statements of Operations. Realized gains and losses 134 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements on disposition are recognized on a specific identification basis. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets held for investment that are loaned through Prime Financing are derecognized and related crypto asset loan receivables are recognized for the period that the loan is outstanding. See discussion of accounting for crypto asset loan receivables under —Lending and related collateral above. Crypto assets held for investment that are staked remain recorded within Crypto assets held for investment in the Consolidated Balance Sheets. Staking rewards earned by the Company through staking of these assets are recognized as an addition to Crypto assets held for investment and in Other (income) expense, net in the Consolidated Statements of Operations in the period received. Software and equipment, net Software and equipment, net is stated at cost less associated accumulated depreciation and amortization, and consists mainly of capitalized internally developed software. Depreciation and amortization is computed using the straight-line method over the lesser of the estimated useful life of the asset or the remaining lease term, as applicable. The estimated useful lives of capitalized internally developed software range from one to three years . The remaining balance of software and equipment consists of furniture and fixtures, computer equipment, and leasehold improvements, for which the useful lives generally range from one to eight years . Capitalized software consists of costs incurred during the application development stage of internal-use software or implementation of a hosting arrangement that is a service contract. Capitalized costs consist of salaries and other compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts, and costs incurred for upgrades and enhancements to add functionality of the software. Other costs that do not meet the capitalization criteria are expensed as incurred. Business combinations, goodwill, and acquired intangible assets The results of businesses acquired in a business combination are included in the Consolidated Financial Statements from the date of the acquisition. The Company accounts for its business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Acquisition-related costs incurred by the Company are recognized as an expense in General and administrative expenses within the Consolidated Statements of Operations. The Company uses its best estimates and assumptions to assign fair values to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, and to the extent that the value was not previously finalized, the Company continues to collect information about facts and circumstances that existed at the date of acquisition, reevaluates these estimates and assumptions quarterly, and may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations. 135 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Goodwill is tested for impairment at the reporting unit level on an annual basis (October 1 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Acquired intangible assets with a definite useful life are amortized over their estimated useful lives on a straight-line basis. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Intangible assets assessed as having indefinite lives are not amortized, but are assessed for indicators that the useful life is no longer indefinite or for indicators of impairment each period. Amortization of acquired developed technology is recorded under Technology and development expense and amortization of other acquired intangible assets is recorded under General and administrative expense in the Consolidated Statements of Operations. The Company evaluates the recoverability of acquired intangible assets on an annual basis, or more frequently whenever circumstances indicate an intangible asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event future undiscounted cash flows do not exceed the carrying amount of the assets, the asset would be considered impaired. The impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets. Long-term debt and interest expense Long-term debt is carried at amortized cost. The Company accounts for the 2030 and 2026 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging (“ASC 815”), and (2) the 2030 and 2026 Convertible Notes were not issued at a substantial discount. Coupon interest on the Company’s long-term debt comprises the majority of Interest expense in the Consolidated Statements of Operations. Debt discounts and debt issuance costs are also amortized to Interest expense in the Consolidated Statements of Operations using the effective interest method over the contractual term of the respective note. Capped calls entered into in connection with the Company’s long-term debt meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to Additional paid-in capital within Total stockholders’ equity in the Consolidated Balance Sheets. The Company recognizes gains and losses on extinguishment of long-term debt as the difference between the reacquisition price and the net carrying amount of the debt, and these gains and losses are recognized in current-period earnings in Other (Income) Expense, Net in the Consolidated Statements of Operations. Customer custodial funds and Customer custodial fund liabilities Customer custodial funds represent restricted cash and cash equivalents maintained in segregated accounts of the Company at financial institutions and asset managers that are held for the exclusive benefit of customers and deposits in transit from payment processors and financial institutions. Customer custodial fund liabilities represent the obligation to return cash deposits held by customers in their fiat wallets and unsettled fiat deposits and withdrawals. Deposits in transit represent settlements from third-party payment processors and banks for customer transactions. Deposits in transit are typically received within five business days of the transaction date. The Company establishes withdrawal-based limits in order to mitigate potential losses by preventing customers from withdrawing the associated crypto asset to an external blockchain address until the deposit settles. In certain jurisdictions, deposits in transit qualify as eligible liquid assets to meet regulatory requirements to fulfill the Company’s direct obligations under customer custodial fund liabilities. In these cases, the Company restricts the use of these assets and classifies them as current based on their purpose and availability to fulfill the Company’s direct obligation under Customer custodial fund liabilities in the Consolidated Balance Sheets. 136 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Certain jurisdictions where the Company operates require the Company to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law in these jurisdictions, equal to at least 100% of the aggregate amount of all applicable customer custodial fund liabilities. Depending on the jurisdiction, eligible liquid assets can include cash and cash equivalents, customer custodial funds, and certain customer receivables. As of December 31, 2024 and 2023, the Company’s eligible liquid assets were greater than the aggregate amount of Customer custodial fund liabilities. Customer custodial funds are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in Other non-current assets, and current and non-current lease liabilities are included in Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. Most leases do not provide an implicit rate, so the Company uses its incremental borrowing rate. The Company’s incremental borrowing rate is estimated to approximate the interest rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment to where the leased asset is located. The operating lease ROU assets also include any lease payments made before commencement and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has made the policy election to account for short-term leases by recognizing the lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and not recognizing these leases in the Consolidated Balance Sheets. Variable lease payments are recognized in the Consolidated Statements of Operations in the period in which the obligation for those payments is incurred. The Company has real estate lease agreements with lease and non-lease components for which the Company has made the accounting policy election to account for these agreements as a single lease component. Derivative contracts The Company enters into arrangements that result in obtaining the right to receive or obligation to deliver a fixed amount of crypto assets in the future. These are hybrid instruments, consisting of a receivable or debt host contract that is initially measured at the fair value of the underlying crypto assets and is subsequently carried at amortized cost, and an embedded forward feature based on the changes in the fair value of the underlying crypto asset. The embedded forward is bifurcated from the host contract, and is subsequently measured at fair value. These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors. Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in Transaction expense, Other operating expense, net, or Other (income) expense, net in the Consolidated Statements of Operations, depending on the nature of the derivative. Cash flows from derivative contracts are recognized as investing activities and adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative. 137 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Investments The Company holds strategic investments, which are included in Other non-current assets in the Consolidated Balance Sheets. The Company’s strategic investments primarily include equity investments in privately held companies without readily determinable fair values where the Company (1) holds less than 20% ownership in the entity, and (2) does not exercise significant influence. These investments are recorded at cost and adjusted for: (i) observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or (ii) impairment, which are recorded in Other (income) expense, net in the Consolidated Statements of Operations. Fair value measurements The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 : Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Transaction expense Transaction expense includes certain costs incurred to operate the Company’s platform, process crypto asset trades, and perform wallet services, and are directly associated with generating revenue. These costs include blockchain rewards distributed to customers for their participation in blockchain activities such as staking, account verification fees, fees paid to payment processors and other financial institutions for customer transaction activity, contract acquisition costs, crypto asset losses due to transaction reversals, blockchain transaction fees to process transactions on blockchain networks, transaction rebates, and loan fees on crypto asset borrowings. Also included in Transaction expense are gains and losses from remeasurement of the fair value of crypto asset borrowings, obligations to return crypto asset collateral, crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets, which are by their nature offsetting and net to an immaterial amount. Fixed-fee costs are expensed over the term of the contract and transaction-level costs are expensed as incurred. The Company has elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise have been recognized is one year or less. Sales and marketing Sales and marketing expenses primarily comprise personnel-related expenses (including employee cash, stock-based compensation, and other employee benefits), marketing programs costs, USDC rewards, and costs related to customer acquisition. Sales and marketing costs are expensed as incurred. 138 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Stock-based compensation Stock plans The Company maintains four equity incentive plans: the Amended and Restated 2013 Stock Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2013 Plan and the 2019 Plan, the “Plans”), and the 2021 Employee Stock Purchase Plan (the “ESPP”). Following the direct listing of its Class A common stock on the Nasdaq Global Select Market (the “Direct Listing”) in 2021, the Company has only issued awards under the 2021 Plan and the ESPP, and no additional awards will be granted under the 2013 Plan and 2019 Plan. In addition, certain of the Company’s existing options assumed in connection with acquisitions are governed by the terms of the acquired company’s equity awards plan. In February 2021, the Company’s Board of Directors (the “Board”) approved and adopted the 2021 Plan and the ESPP, which became effective in March and April 2021, respectively. The 2021 Plan serves as the successor to the 2019 Plan. Outstanding awards under the 2013 Plan and 2019 Plan continue to be subject to their original terms and conditions. The 2021 Plan provides for the granting of stock options, restricted stock units (“RSUs”), restricted stock (“restricted stock”), stock appreciation rights (“SARs”), and performance and stock bonus awards. No SARs or stock bonus awards have been issued to date. The number of shares available for grant and issuance under the 2021 Plan will be automatically increased on January 1st of each of the first 10 fiscal years during the term of the 2021 Plan by the lesser of (a) 5 % of the total number of shares of all classes of the Company’s common stock issued and outstanding on an as converted to common stock basis on each December 31st immediately prior to the date of increase or (b) such number of shares determined by the Board. The number of shares available for grant and issuance under the ESPP will be automatically increased on January 1st of each of the first 10 fiscal years during the term of the ESPP by the lesser of (a) 1 % of the total number of shares of all classes of the Company’s common stock outstanding on an as converted to common stock basis on each December 31st immediately prior to the date of increase or (b) such number of shares determined by the Board or the compensation committee of the Board. Types of awards Stock options The Company has previously granted incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”) with contractual periods of up to 10 years and at prices determined by the Board. ISOs were granted only to Company employees (including officers and directors who are also employees), while NSOs were granted to Company employees and non-employees. The exercise price of an option shall not be less than 100 % of the estimated fair value of the underlying shares on the date of the grant ( 110 % if granted to a stockholder who owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary). Under the 2013 Plan and 2019 Plan, initial options granted generally vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 1/48 per month thereafter. Option grants made after initial grants generally vest in equal monthly installments over four years . Under the 2021 Plan, options generally vest in equal quarterly installments over a period of three years . Options with performance conditions vest upon achievement of certain specified thresholds. The 2013 Plan and 2019 Plan each allow for a seven year exercise window post-termination for employees of the Company who have provided at least two years of continuous service to the Company as of their termination date, while the 2021 Plan allows for a three month exercise window post-termination regardless of service period. 139 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements RSUs The Company grants RSUs that vest upon the satisfaction of a service-based condition or performance condition. In general, RSUs with service-based conditions vest over a service period ranging from one to four years . Once vested, the RSUs are settled by delivery of Class A common stock. RSUs with performance conditions (“PRSUs”) vest upon achievement of certain specified thresholds. Restricted stock In connection with the Company’s acquisitions, the Company may issue shares of restricted Class A common stock. Vesting of restricted stock is dependent on a service-based vesting condition that is generally satisfied over three years . The Company has the right to repurchase shares at par value when the vesting condition is not satisfied. ESPP The ESPP allows eligible employees the option to purchase shares of the Company’s Class A common stock at a 15 % discount, over a series of offering periods through accumulated payroll deductions over the period. The ESPP also includes a look-back provision for the purchase price if the stock price on the purchase date is higher than the stock price on the offering date. The grant date of the initial offering period was May 3, 2021, and that offering period ended on April 30, 2023. Subsequent offering periods commence each May and November after the start of the initial offering period. Valuation of awards The Company estimates the fair value of restricted stock and RSUs based on the fair value of the Company’s Class A common stock on the date of grant. The Company estimates the fair value of stock options with only service-based conditions and purchase rights under the ESPP on the date of grant using the Black-Scholes-Merton Option-Pricing Model. The model requires management to make a number of assumptions, including the fair value and expected volatility of the Company’s underlying common stock price, expected life of the option, risk-free interest rate, and expected dividend yield, which are calculated as follows: • The fair value of the underlying stock is the fair value of the Company’s common stock on the date of grant. Prior to the Direct Listing, this fair value was determined using the probability weighted expected return method, with a discounted cash flow model or a market multiples method used for each expected outcome. Following the Direct Listing, this fair value is the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the grant date. • The expected stock price volatility assumption for the Company’s stock is determined by using the historical volatility of the Company’s Class A common stock. Prior to the availability of sufficient trading history, a weighted average of the historical stock price volatility of comparable companies from a representative peer group was used. • The Company uses historical exercise information and contractual terms of options to estimate the expected term. • The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury zero coupon bonds with terms consistent with the expected term of the award at the time of grant. • The expected dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. The Company has two types of performance awards outstanding: performance stock options subject to a market condition and PRSUs with tranches that are subject to a market condition and tranches that 140 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements are subject to a financial performance condition. The Company determines the fair value of performance awards subject to a market condition using a Monte Carlo Simulation Model (a binomial lattice-based valuation model). The Monte Carlo Simulation Model uses multiple input variables to determine the probability of satisfying the market condition requirements. The fair values of the awards are not subject to change based on future market conditions. The fair value of PRSUs, or tranches thereof, subject to a financial performance condition is estimated based on the fair value of the Company’s Class A common stock on the date of grant. Expense attribution Stock-based compensation expense for RSUs and stock options with only service-based conditions, and purchase rights under the ESPP, is recorded on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited. The Company uses the accelerated attribution method to recognize expense over the requisite service period for performance awards, or tranches thereof, subject to a market condition. Once the associated market condition becomes probable of being achieved, stock-based compensation expense is recognized according to the market-based fair value measured on the grant date, subject to continued service over the period. This expense is recognized regardless of whether or not the market condition is ultimately satisfied. For performance awards, or tranches thereof, subject to financial performance conditions, the Company evaluates the cumulative revenue and the cumulative adjusted EBITDA results at each reporting date to determine which performance conditions, if any, are probable to be achieved for the assessment period. Once probable that a threshold of achievement is reached, stock-based compensation expense is recognized, including cumulative catch-up adjustments as applicable, over the requisite service period based on the result that is probable of occurring at each reporting date until the final vesting date, subject to continued service over the period. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pre-tax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are more likely than not of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense. For U.S. federal tax purposes, crypto asset transactions are treated under the same tax principles as property transactions. The Company recognizes a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged crypto assets. Receipts of crypto assets in exchange for goods or services are included in taxable income at the fair market value on the date of receipt. 141 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Net income (loss) per share The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Certain shares of the Company’s restricted stock granted as consideration in past acquisitions are deemed participating securities. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Basic net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants, vesting of RSUs and restricted stock, conversion of the Company’s c onvertible notes, and settlement of contingent consideration. Foreign currency transactions The Company’s functional currency is the U.S. dollar. The Company has exposure to foreign currency translation gains and losses arising from the Company’s net investment in foreign subsidiaries. The revenues, expenses, and financial results of these foreign subsidiaries are recorded in their respective functional currencies. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in Accumulated other comprehensive loss (“AOCI”) within the Consolidated Statements of Changes in Stockholders' Equity. Cumulative translation adjustments are released from AOCI and recorded in the Consolidated Statements of Operations when the Company disposes or loses control of a consolidated subsidiary. Gains and losses resulting from remeasurement are recorded in Other (income) expense, net within the Consolidated Statements of Operations. Realized gains and losses on changes in foreign currency exchange rates resulting from settlement of the Company’s foreign currency-denominated assets and liabilities and unrealized gains and losses resulting from remeasurement of transactions and monetary assets and liabilities denominated in non-functional currencies are recognized as a component of Other (income) expense, net in the Consolidated Statements of Operations. 142 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 3. REVENUE The following table presents revenue of the Company disaggregated by type (in thousands): Year Ended December 31, 2024 2023 2022 Net revenue Transaction revenue Consumer, net (1) $ 3,430,322 $ 1,334,018 $ 2,123,368 Institutional, net 345,598 90,164 119,344 Other transaction revenue, net (1) 210,193 95,472 113,532 Total transaction revenue 3,986,113 1,519,654 2,356,244 Subscription and services revenue Stablecoin revenue (2) 910,464 694,247 245,710 Blockchain rewards 705,757 330,885 275,507 Interest and finance fee income (3)(4) 265,799 186,685 82,395 Custodial fee revenue 141,706 69,501 79,847 Other subscription and services revenue (4) 283,407 125,568 109,112 Total subscription and services revenue 2,307,133 1,406,886 792,571 Total net revenue 6,293,246 2,926,540 3,148,815 Other revenue Corporate interest and other income (2) 270,782 181,843 45,393 Total other revenue 270,782 181,843 45,393 Total revenue $ 6,564,028 $ 3,108,383 $ 3,194,208 __________________ (1) During the first quarter of 2024, the Company reclassified Base and payment-related revenue from Consumer, net to Other transaction revenue, net. Prior period amounts have been reclassified to conform to current period presentation. (2) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606. (3) 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 in all periods presented that is accounted for as revenue from contracts with customers. See also footnote 4 to this table. (4) During the first quarter of 2024, the Company reclassified Prime Financing fee income from Other subscription and services revenue to Interest and finance fee income. Prior period amounts have been reclassified to conform to current period presentation. Prime Financing fee income is immaterial for all periods presented. During the years ended December 31, 2024 and 2023, one counterparty, and during the year ended December 31, 2022, no counterparty, accounted for more than 10% of total revenue in the respective period. Revenue by geographic location Below is Total revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands): Year Ended December 31, 2024 2023 2022 U.S. (1) $ 5,460,820 $ 2,725,620 $ 2,684,425 International (2) 1,103,208 382,763 509,783 Total revenue $ 6,564,028 $ 3,108,383 $ 3,194,208 __________________ (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. 143 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 4. COLLATERALIZED ARRANGEMENTS AND FINANCING Loans and related collateral The following table summarizes the Company’s Prime Financing lending arrangements (in thousands): December 31, 2024 2023 Loan receivables Fiat loan receivables $ 382,751 $ 171,196 Crypto asset loan receivables 92,619 22,229 Total loan receivables $ 475,370 $ 193,425 Customer loans not meeting recognition criteria USDC $ 168,795 $ 205,645 As of December 31, 2024 and 2023, the Company had two and three counterparties, respectively, who accounted for more than 10 % of the Company’s recorded Loan receivables. As of both of these dates, the Company also had three counterparties each, who accounted for more than 10 % of the Company’s customer loans that did not meet the recognition criteria. As of December 31, 2024 and 2023, the collateral requirements for all loans outstanding, including customer loans not meeting recognition criteria, ranged from 100 % to 300 % of the fair value of the loan. No allowance, write-offs, or recoveries were recorded against loan receivables or customer loans not meeting recognition criteria during the periods presented, and none of these loans were past due. Following are assets the Company holds and has recognized as collateral with a corresponding obligation to return the collateral to the borrower: December 31, 2024 December 31, 2023 (in thousands, except units) Units Cost Basis Fair Value Carrying Value Fiat (1) N/A N/A $ 24,641 $ 1,063 Bitcoin 6,918 $ 414,745 647,568 351,760 Ethereum 33,130 98,787 111,445 2,248 Other crypto assets (2) nm 8,065 8,471 — Crypto assets held as collateral (3) $ 521,597 767,484 354,008 Total recognized assets held as collateral $ 792,125 $ 355,071 __________________ nm - not meaningful (1) Fiat collateral held is recognized within Cash and cash equivalents in the Consolidated Balance Sheets. (2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held as collateral. (3) Recorded at fair value as of December 31, 2023. 144 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The following table provides a reconciliation of Crypto assets held as collateral (in thousands): Year Ended December 31, 2024 Beginning balance $ 354,008 Collateral received 3,030,311 Collateral returned ( 2,759,660 ) Gains 175,480 Losses ( 32,655 ) Ending balance $ 767,484 No cumulative realized gains or losses occurred during the period presented as no Crypto assets held as collateral were sold or rehypothecated. Following are assets the Company holds as collateral for which it has not recognized as collateral nor as an obligation to return the collateral to borrower (in thousands): December 31, 2024 2023 Fiat $ 64,760 $ 100,880 USDC 45,222 9,327 Crypto assets 178,619 136,363 Total customer collateral not recognized as collateral $ 288,601 $ 246,570 Borrowings and related collateral The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed and the associated Crypto asset borrowings (in thousands, except units): December 31, 2024 December 31, 2023 Units Cost Basis Fair Value Carrying Value Crypto assets borrowed (1) Bitcoin 1,923 $ 191,986 $ 179,480 $ 36,368 Ethereum 17,413 65,213 57,989 3,720 Solana 19,278 935 3,640 3,516 Other crypto assets (2) nm 17,766 19,943 1,608 Total borrowed $ 275,900 $ 261,052 $ 45,212 Crypto asset borrowings Bitcoin 2,178 $ 213,096 $ 203,370 $ 50,679 Ethereum 19,133 68,803 63,720 7,059 Solana 19,278 935 3,640 3,513 Other crypto assets (2) nm 27,206 29,380 1,729 Total borrowings $ 310,040 $ 300,110 $ 62,980 __________________ nm - not meaningful (1) Recorded at fair value as of December 31, 2023. (2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets borrowed or total Crypto asset borrowings, as applicable. As of December 31, 2024 and 2023, the weighted average annual fees on these borrowings were 2.4 % and 2.0 %, respectively. 145 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The following table provides a reconciliation of Crypto assets borrowed (in thousands): Year Ended December 31, 2024 Beginning balance $ 45,212 Borrowing activity: Borrowings 844,717 Repayment of borrowings ( 579,210 ) Lending activity: Origination of loan receivables (1) ( 1,346,485 ) Customer repayment of loan receivables (1) 1,322,636 Gains 4,023 Losses ( 29,841 ) Ending balance $ 261,052 __________________ (1) Represents loans originated from borrowed assets. See Note 7. Crypto Assets Held for Investment for loans originated from assets held for investment. No cumulative realized gains or losses occurred during the periods presented as no Crypto assets borrowed were sold. The fair value of the Company’s corporate assets pledged as collateral against Crypto asset borrowings consisted of the following (in thousands): December 31, 2024 2023 Assets pledged as collateral USDC $ 4,009 $ 51,880 Fiat — 1,191 Total pledged as collateral $ 4,009 $ 53,071 Assets pledged as collateral not meeting derecognition criteria USDC $ 329,832 $ 29,577 5. CRYPTO ASSETS HELD FOR OPERATIONS The following table summarizes Crypto assets held for operations (in thousands, except units): December 31, 2024 December 31, 2023 Units Cost Basis Fair Value Carrying Value (1) Ethereum 8,142 $ 21,843 $ 27,122 $ 15,775 Solana 69,280 14,526 13,245 10,275 Bitcoin 57 7,814 5,473 7,243 Other crypto assets (2) nm 51,871 36,941 40,810 Total held for operations $ 96,054 $ 82,781 $ 74,103 __________________ nm - not meaningful (1) Recorded at impaired cost as of December 31, 2023. (2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held for operations. Crypto assets held for operations are received as a form of payment and are converted to cash or used to fulfill expenses nearly immediately, in the ordinary course of the Company’s business. A 146 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements reconciliation of this crypto asset activity is not provided as the associated risk of exposure to crypto assets, even during periods of significant activity, is immaterial. 6. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following (in thousands): December 31, 2024 2023 Stablecoin revenue receivable $ 85,983 $ 57,885 Customer fee revenue receivable 39,317 23,603 Other accounts receivable 169,380 109,361 Gross accounts receivable 294,680 190,849 Less: allowance for doubtful accounts ( 29,429 ) ( 22,559 ) Total accounts receivable, net $ 265,251 $ 168,290 As of December 31, 2024 and 2023, the Company had one and two counterparties, respectively, who accounted for more than 10 % of Accounts receivable, net. 7. CRYPTO ASSETS HELD FOR INVESTMENT The following table summarizes Crypto assets held for investment (in thousands, except units): December 31, 2024 December 31, 2023 Units Cost Basis Fair Value Carrying Value (1) Bitcoin 6,885 $ 272,164 $ 642,738 $ 126,614 Ethereum 115,700 260,674 385,314 129,131 Other crypto assets (2) nm 347,827 524,943 74,865 Total held for investment $ 880,665 $ 1,552,995 $ 330,610 __________________ nm - not meaningful (1) Recorded at impaired cost as of December 31, 2023. (2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held for investment. The following table provides a reconciliation of Crypto assets held for investment (in thousands): Year Ended December 31, 2024 Beginning balance $ 330,610 Cumulative-effect adjustment from adoption of ASU 2023-08 717,373 Additions (1) 107,580 Dispositions ( 243,595 ) Lending activity: Origination of loan receivables (2) ( 213,232 ) Customer repayment of loan receivables (2) 167,204 Gains (3) 799,804 Losses (3) ( 112,749 ) Ending balance $ 1,552,995 __________________ (1) Additions represent purchases of, and staking rewards earned on, Crypto assets held for investment. (2) Represents loans originated from Crypto assets held for investment. See Note 4. Collateralized Arrangements and Financing for loans originated from borrowed assets. (3) The Company measures gains and losses by each asset held. These amounts include cumulative realized gains of $ 153.4 million and unrealized gains of $ 533.7 million during the year ended December 31, 2024. 147 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements As of December 31, 2024, the Company had $ 201.7 million of crypto assets subject to selling restrictions recorded in Crypto assets held for investment in the Consolidated Balance Sheets. The selling restrictions are time-based and lift between 2025 and 2029. 8. SOFTWARE AND EQUIPMENT, NET Software and equipment, net consisted of the following (in thousands): December 31, 2024 2023 Capitalized internally developed software $ 361,760 $ 293,467 Other (1) 22,938 19,810 Total software and equipment, gross 384,698 313,277 Accumulated depreciation and amortization ( 184,618 ) ( 120,727 ) Total software and equipment, net $ 200,080 $ 192,550 _______________ (1) Includes leasehold improvements, furniture and fixtures, and computers and equipment. Total additions to capitalized internally developed software were $ 110.5 million, $ 112.0 million, and $ 178.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Depreciation and amortization expense associated with software and equipment was $ 100.5 million, $ 70.0 million, and $ 48.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, comprising primarily amortization of capitalized internally developed software, and there were no material impairment charges associated with these assets during these years. Nearly all long-lived assets, which consist of software and equipment, net and operating lease ROU assets, are within the United States. No other individual country accounted for more than 10% of total long-lived assets. 9. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table reflects the changes in the carrying amount of goodwill (in thousands): Year Ended December 31, 2024 2023 Balance, beginning of period $ 1,139,670 $ 1,073,906 Additions due to business combinations — 65,764 Balance, end of period $ 1,139,670 $ 1,139,670 There was no impairment recognized against goodwill at the beginning or end of the periods presented. Further, there were no measurement period adjustments during the periods presented. 148 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Intangible assets, net Intangible assets, net, as disclosed in this footnote exclude internally developed software and crypto assets, which are presented within Software and equipment, net and the various crypto assets held line items in the Consolidated Balance Sheets, respectively. Intangible assets, net and their associated weighted average remaining useful lives in years (“Life”) consisted of the following (in thousands, except years): December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Amortizing intangible assets Customer relationships $ 75,711 $ ( 65,989 ) $ 9,722 0.4 $ 103,791 $ ( 66,279 ) $ 37,512 3.1 Acquired developed technology 30,700 ( 21,962 ) 8,738 1.6 124,291 ( 105,139 ) 19,152 2.5 Other 3,400 ( 3,306 ) 94 0.1 66,602 ( 65,094 ) 1,508 1.0 Indefinite-lived intangible assets Licenses 28,000 — 28,000 N/A 28,000 — 28,000 N/A Other 250 — 250 N/A 250 — 250 N/A Total $ 138,061 $ ( 91,257 ) $ 46,804 $ 322,934 $ ( 236,512 ) $ 86,422 Amortization expense for these intangible assets was $ 27.0 million, $ 69.6 million, and $ 106.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, and there were no material impairment charges associated with these assets during these years. The Company estimates that there is no significant residual value related to these amortizing intangible assets. Prior to the adoption of ASU 2023-08, the Company recorded gross impairment charges when the observed market price of crypto assets held decreased below the carrying value, and recovered certain impairments through subsequent crypto asset sales and disposals. Collectively, these activities were recorded in Crypto asset impairment, net in the Consolidated Statements of Operations. As a result of the adoption of ASU 2023-08, the Company no longer records impairment charges or recovery of impairments on crypto assets held. See Note 2. Summary of Significant Accounting Policies — Recent accounting pronouncements for additional details on the adoption of ASU 2023-08. In the applicable periods, Crypto asset impairment, net comprised the following (in thousands): Year Ended December 31, 2023 2022 Gross crypto asset impairment expense $ 96,783 $ 757,257 Recoveries ( 131,458 ) ( 35,046 ) Crypto asset impairment, net $ ( 34,675 ) $ 722,211 149 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 10. LONG-TERM DEBT The components of Long-term debt were as follows (in thousands, except percentages): Effective Interest Rate Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount December 31, 2024 0.50 % 2026 Convertible Notes due on June 1, 2026 0.98 % $ 1,273,013 $ ( 9,395 ) $ 1,263,618 3.38 % 2028 Senior Notes due on October 1, 2028 3.57 % 1,000,000 ( 6,562 ) 993,438 0.25 % 2030 Convertible Notes due on April 1, 2030 0.55 % 1,265,000 ( 19,322 ) 1,245,678 3.63 % 2031 Senior Notes due on October 1, 2031 3.77 % 737,457 ( 6,110 ) 731,347 Total $ 4,275,470 $ ( 41,389 ) $ 4,234,081 December 31, 2023 0.50 % 2026 Convertible Notes due on June 1, 2026 0.98 % $ 1,273,013 $ ( 15,378 ) $ 1,257,635 3.38 % 2028 Senior Notes due on October 1, 2028 3.57 % 1,000,000 ( 8,218 ) 991,782 3.63 % 2031 Senior Notes due on October 1, 2031 3.77 % 737,457 ( 6,917 ) 730,540 Total $ 3,010,470 $ ( 30,513 ) $ 2,979,957 Convertible senior notes 2026 Convertible Notes In May 2021, the Company issued an aggregate principal amount of $ 1.4 billion of convertible senior notes due in 2026 (the “2026 Convertible Notes”) pursuant to an indenture, dated May 18, 2021 (the “2026 Convertible Notes Indenture”), between the Company and U.S. Bank National Association, as trustee. The 2026 Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2026 Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.5 % per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The 2026 Convertible Notes mature on June 1, 2026, unless earlier converted, redeemed or repurchased. The proceeds received of $ 1.4 billion were net of a 1 % original issue discount and immaterial debt issuance costs. In 2023, the Company paid $ 126.4 million to repurchase $ 164.5 million of aggregate principal amount of the 2026 Convertible Notes with a carrying value of $ 162.4 million, net of immaterial unamortized issuance costs, original issue discount, and legal fees. The Company recorded a corresponding net gain on extinguishment of long-term debt during the year ended December 31, 2023 of $ 35.8 million in Other (income) expense, net within the Consolidated Statements of Operations. The initial conversion rate for the 2026 Convertible Notes is 2.6994 shares of the Company's Class A common stock per $1,000 principal amount of 2026 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 370.45 per share of the Class A common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2026 Convertible Notes Indenture. The 2026 Convertible Notes will be convertible at the option of the holders before December 1, 2025 only upon the occurrence of certain events, and from and after December 1, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding June 1, 2026, only under certain circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make- 150 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements whole fundamental change (as defined in the 2026 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the 2026 Convertible Notes Indenture), holders of the 2026 Convertible Notes may require the Company to repurchase all or a portion of their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase. 2030 Convertible Notes In March 2024, the Company issued an aggregate principal amount of $ 1.3 billion of convertible senior notes due 2030 (the “2030 Convertible Notes”), which included the full exercise by the initial purchasers of their option to purchase up to an additional $ 165.0 million aggregate principal amount of the 2030 Convertible Notes, pursuant to an indenture, dated March 18, 2024 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2030 Convertible Notes Indenture”). The 2030 Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2030 Convertible Notes are senior unsecured obligations of the Company and accrue interest of 0.25 % per year payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 2030 Convertible Notes mature on April 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds received of $ 1.2 billion , were net of a 1.5 % original issue discount and immaterial debt issuance costs. The 2030 Convertible Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election at an initial conversion rate of 2.9981 shares of the Company’s Class A common stock per $1,000 principal amount of notes. This is equivalent to an initial conversion price of approximately $ 333.54 per share of the Company’s Class A common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2030 Convertible Notes Indenture. Beginning with the third quarter of 2024, the 2030 Convertible Notes are convertible at the option of the holder if the last reported sale price per share of Class A common stock exceeds 130 % of the conversion price for each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the 2030 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2030 Convertible Notes Indenture), holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their 2030 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase. The Company accounts for the 2030 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging and (2) the 2030 Convertible Notes were not issued at a substantial premium. Capped calls On May 18, 2021, in connection with the pricing of the 2026 Convertible Notes, on March 13, 2024, in connection with the pricing of the 2030 Convertible Notes, and on March 14, 2024, in connection with the full exercise by the initial purchasers of their option to purchase additional 2030 Convertible Notes, the 151 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Company entered into privately negotiated capped call transactions (the “2026 Capped Calls” and “2030 Capped Calls,” respectively, and “the Capped Calls,” collectively) with certain financial institutions (the “2026 Option Counterparties” and “2030 Option Counterparties,” respectively, and the “Option Counterparties” collectively) at a cost of $ 90.1 million and $ 104.1 million , r espectively, in each case in exchange for the right to receive a predetermined amount of cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock initially underlying each of the 2026 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”), as applicable. The Capped Calls allow the Company to hedge the economic effect of the conversion options embedded in the Convertible Notes and purchase shares of its own Class A common stock at a specified strike price. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Convertible Notes its Class A common stock price exceeds the conversion price of the Convertible Notes. The 2026 Capped Calls have an initial strike price of approximately $ 370.45 per share of Class A common stock (the “2026 Initial Strike Price”) and an initial cap price of approximately $ 478.00 per share of Class A common stock (the “2026 Initial Cap Price”). The 2030 Capped Calls have an initial strike price of approximately $ 333.54 per share of Class A common stock (the “2030 Initial Strike Price”) and an initial cap price of approximately $ 503.46 per share of Class A common stock (the “2030 Initial Cap Price”). Upon expiration of the agreements underlying the Capped Calls, the Capped Calls will be automatically exercised. If the closing market price of the Class A common stock is above the applicable initial cap price, the initial investments will be returned with a premium in either cash or shares at the Company’s election. If the closing market price of the Class A common stock is at or below the applicable initial strike price, the Company will receive the number of shares specified in the agreements. Upon certain extraordinary events, nationalization, insolvency or delisting event, or additional disruption events, the Capped Calls are contractually structured to terminate. The Company has the contractual right to terminate the Capped Calls upon repurchase, redemption, or conversion (in the case of conversion, prior to December 1, 2025 or October 1, 2029, for the 2026 Capped Calls and 2030 Capped Calls, respectively) of the underlying Convertible Notes, in certain circumstances. The Capped Calls also include early termination provisions based on beneficial ownership positions of the counterparties. That is, if at any time the counterparty’s holdings exceed 8% beneficial ownership of the Company (as defined under Section 13 of the Exchange Act) and the counterparty is unable, after commercially reasonable efforts, to effect a transfer or assignment of all or a portion of the transaction such that an excess ownership position no longer exists, the counterparty may early terminate a portion of the Capped Calls, in which case the Company can settle in cash or shares of its Class A common stock. Senior notes In September 2021, the Company completed the issuance of an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”). The Senior Notes were issued within the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. In August and September 2023, the Company paid $ 177.2 million to repurchase $ 262.5 million of aggregate principal amount of the 2031 Senior Notes with a carrying value of $ 259.9 million, net of immaterial unamortized issuance costs and legal fees. The Company recorded a corresponding net gain on extinguishment of long-term debt during the year of $ 81.6 million in Other (income) expense, net within the Consolidated Statements of Operations. 152 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The Company issued the Senior Notes at par, with the proceeds net of immaterial debt issuance costs. Interest on the Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning in April 2022 at 3.375 % per annum for the 2028 Senior Notes and 3.625 % per annum for the 2031 Notes. The entire principal amount of the Senior Notes is due at the time of maturity, unless repurchased or redeemed at an earlier date. The Senior Notes were issued pursuant to an indenture, dated September 17, 2021, among the Company, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the “Senior Notes Indenture”). The Senior Notes are redeemable at the Company’s discretion, in whole or in part, at any time. If redeemed prior to October 1, 2024 for the 2028 Senior Notes and October 1, 2026 for the 2031 Senior Notes, the redemption price is subject to a make-whole premium calculated by reference to then-current U.S. Treasury rates plus a fixed spread, plus any accrued and unpaid interest. If redeemed on or after those respective dates, the make-whole premium does not apply. If the 2028 Senior Notes are redeemed before October 1, 2025, the Company may redeem any or all of the notes at the redemption prices equal to 101.688 % of the principal amount of the 2028 Senior Notes plus accrued and unpaid interest thereon, if any to, but excluding the redemption date. Upon the occurrence of a change of control triggering event (as defined in the Senior Notes Indenture), the Company must offer to repurchase each series of the Senior Notes at a repurchase price equal to 101 % of the principal amount of the Senior Notes to be repurchased, plus any accrued and unpaid interest, to, but excluding, the applicable repurchase date. The Senior Notes are guaranteed by one of the Company’s domestic subsidiaries, Coinbase, Inc. (the “Guarantor”). The Senior Notes Indenture contains customary covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt and liens. The Company is not aware of any instances of non-compliance with the covenants as of December 31, 2024. 153 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 11. DERIVATIVES During the periods presented, the Company’s derivatives were all embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future. Impact of derivatives on the Consolidated Balance Sheets The following table summarizes the balance sheet impact of derivative instruments as measured in U.S. dollar equivalents (in thousands): Consolidated Balance Sheets Location Notional Fair Value, Net Total December 31, 2024 Not designated as hedging instruments Accounts receivable, net (1) $ 16,264 $ 18,557 $ 34,821 Other current assets (1) 99,265 61,304 160,569 Crypto asset borrowings 310,040 ( 9,930 ) 300,110 Obligation to return collateral (1) 526,337 241,147 767,484 Accrued expenses and other current liabilities (1) 37,428 ( 4,106 ) 33,322 December 31, 2023 Designated as hedging instruments Crypto asset borrowings $ 31,666 $ 13,547 $ 45,213 Obligation to return collateral (1) 255,686 98,322 354,008 Not designated as hedging instruments Accounts receivable, net (1) 16,335 28,065 44,400 Crypto asset borrowings 12,503 5,264 17,767 Accrued expenses and other current liabilities (1) 20,092 590 20,682 __________________ (1) Represents the portion of the Consolidated Balance Sheet line item that is denominated in crypto assets. The following table summarizes information on derivatives by accounting designation (in thousands): Gross Derivative Assets Gross Derivative Liabilities Consolidated Balance Sheets Location Not Designated as Hedges Designated as Hedges Total Derivative Assets Not Designated as Hedges Designated as Hedges Total Derivative Liabilities December 31, 2024 Accounts receivable, net $ 20,368 $ — $ 20,368 $ 1,811 $ — $ 1,811 Other current assets 61,304 — 61,304 — — — Crypto asset borrowings 18,030 — 18,030 8,100 — 8,100 Obligation to return collateral 2,149 — 2,149 243,296 — 243,296 Accrued expenses and other current liabilities 6,814 — 6,814 2,708 — 2,708 Total fair value of derivatives $ 108,665 $ — $ 108,665 $ 255,915 $ — $ 255,915 December 31, 2023 Accounts receivable, net $ 28,065 $ — $ 28,065 $ — $ — $ — Crypto asset borrowings 26 ( 25 ) 1 5,290 13,522 18,812 Obligation to return collateral — 389 389 — 98,711 98,711 Accrued expenses and other current liabilities 2,511 — 2,511 3,101 — 3,101 Total fair value of derivatives $ 30,602 $ 364 $ 30,966 $ 8,391 $ 112,233 $ 120,624 154 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Impact of derivatives on the Consolidated Statements of Operations (Losses) gains on changes in the fair value of derivative instruments recorded in the Consolidated Statements of Operations were as follows (in thousands): Derivatives Hedged Items Income Statement Impact (5) Derivatives Hedged Items Income Statement Impact Year Ended December 31, 2024 Year Ended December 31, 2023 Designated as hedging instruments Crypto asset futures (1) $ — $ — $ — $ ( 40,191 ) $ 46,453 $ 6,262 Crypto asset borrowings (1) — — — ( 75,249 ) 117,393 42,144 Obligation to return collateral (2) — — — ( 98,322 ) 98,322 — Not designated as hedging instruments Crypto asset borrowings (3) 28,304 — 28,304 ( 47,160 ) — ( 47,160 ) Obligation to return collateral (2) ( 142,825 ) — ( 142,825 ) — — — Other (4) 83,269 — 83,269 37,031 — 37,031 Total $ ( 31,252 ) $ — $ ( 31,252 ) $ ( 223,891 ) $ 262,168 $ 38,277 __________________ (1) Changes in fair value are recorded in Other operating expense, net in the Consolidated Statements of Operations. (2) Changes in fair value are recorded in Transaction expense in the Consolidated Statements of Operations. (3) As of January 1, 2024, the date of the Company’s adoption of ASU 2023-08, changes in fair value are recorded in Transaction expense in the Consolidated Statements of Operations. Prior to adoption of ASU 2023-08, changes in fair value were recorded in Other operating expense, net in the Consolidated Statements of Operations. (4) Changes in fair value are recorded in Other (income) expense, net or Other operating expense, net in the Consolidated Statements of Operations depending on the nature of the derivative. (5) The income statement impact of Crypto asset borrowings and Obligation to return collateral derivatives is naturally offset, at least in part, by the impact of associated naturally offsetting positions in the Consolidated Statements of Operations. 155 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 12. OTHER CONSOLIDATED BALANCE SHEETS DETAILS The following table presents certain other details of the Consolidated Balance Sheets (in thousands): December 31, 2024 2023 Other current assets Prepaid expenses $ 88,500 $ 79,552 Income taxes receivable 5,530 63,726 Other 183,506 69,262 Total other current assets $ 277,536 $ 212,540 Other non-current assets Strategic investments $ 374,161 $ 343,045 Income taxes receivable 60,004 — Lease ROU assets 81,151 12,737 Other 33,135 19,840 Total other non-current assets $ 548,451 $ 375,622 Accrued expenses and other current liabilities Accrued payroll and payroll related expenses $ 186,151 $ 224,237 Other accrued expenses 145,369 89,254 Income taxes payable 90,910 17,366 Other payables 204,390 126,032 Total accrued expenses and other current liabilities $ 626,820 $ 456,889 Other non-current liabilities Lease liabilities $ 85,789 $ 3,821 Other 3,919 3,395 Total other non-current liabilities $ 89,708 $ 7,216 Leases The Company has operating leases for corporate offices. The leases have remaining lease terms of less than one year to 11 years, generally with options to extend or terminate the lease that were not included in determining the lease terms as the Company is not reasonably certain to exercise those options. Maturities of lease liabilities were as follows (in thousands): 2025 $ 9,885 2026 14,069 2027 13,137 2028 12,203 Thereafter 83,033 Total lease payments 132,327 Less: imputed interest ( 36,941 ) Total lease liabilities $ 95,386 156 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Other information related to leases was as follows: December 31, 2024 2023 Weighted-average remaining lease term (in years) 9.8 1.5 Weighted-average discount rate 6.36 % 4.05 % 13. FAIR VALUE MEASUREMENTS The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands): December 31, 2024 2023 Level 1 Level 2 Level 1 Level 2 Assets Cash equivalents (1) $ 6,607,023 $ — $ 3,682,917 $ — Restricted cash equivalents (2) 1,415 — — — Customer custodial funds (3) 4,269,410 — 3,301,029 — Crypto assets held for operations 82,781 — — — Crypto asset loan receivables — 92,619 — 22,229 Crypto assets held as collateral (4) 767,484 — 354,008 — Crypto assets borrowed (4) 261,052 — 45,212 — Crypto assets held for investment 1,552,995 — — — Derivative assets (5) — 108,665 — 30,966 Total assets $ 13,542,160 $ 201,284 $ 7,383,166 $ 53,195 Liabilities Derivative liabilities (5) $ — $ 255,915 $ — $ 120,624 __________________ (1) Represents cash equivalents, which comprise money market funds. Excludes cash, comprising $ 1.8 billion of corporate cash held in deposit at banks and $ 88.2 million held at venues as of December 31, 2024, and $ 1.4 billion of corporate cash held in deposit at banks and $ 88.8 million held at venues as of December 31, 2023. (2) Represents restricted cash equivalents, which comprise money market funds. Excludes restricted cash, comprising $ 37.1 million held in deposit at banks and held at venues as of December 31, 2024. (3) Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds, comprising $ 1.9 billion and $ 1.3 billion held in deposit at financial institutions and customer custodial funds in transit as of December 31, 2024 and December 31, 2023, respectively. (4) The December 31, 2023 amount represents crypto assets designated as hedged items in fair value hedges. (5) See Note 11. Derivatives for additional details. The Company has valued all Level 2 assets and liabilities using quoted market prices for the underlying crypto assets. 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, crypto assets held prior to the adoption of ASU 2023-08, and other intangible assets, are adjusted to fair value when an impairment charge is recognized. The Company’s strategic investments are recorded 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 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. 157 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The changes in the carrying value of strategic investments accounted for under the measurement alternative are presented below (in thousands): Year Ended December 31, 2024 2023 Beginning balance $ 330,346 $ 315,285 Net additions (1) 48,031 60,979 Upward adjustments 1,861 62 Previously-held interest in acquiree (2) — ( 20,000 ) Impairments and downward adjustments ( 18,717 ) ( 25,980 ) Ending balance $ 361,521 $ 330,346 __________________ (1) Net additions include additions from purchases and reductions due to exits of strategic investments. (2) See Note 19. Acquisitions for additional details on the Company’s 2023 acquisition. The following table summarizes the cumulative impact from remeasurement of measurement alternative investments outstanding at the dates shown, recorded in Other (income) expense, net in the Consolidated Statements of Operations (in thousands): December 31, 2024 2023 Cumulative upward adjustments $ 6,774 $ 4,913 Cumulative impairments and downward adjustments $ ( 145,762 ) $ ( 127,045 ) Assets and liabilities not measured and recorded at fair value Certain of the Company’s financial instruments are not measured and recorded at fair value because carrying values of these instruments approximate their fair values due to their liquid or short-term nature. These include cash, restricted cash, USDC, certain customer custodial funds and related liabilities, and the following financial instruments denominated in fiat or USDC, as applicable: accounts receivable, loan receivables, collateral pledged, obligations to return collateral, and accounts payable. If these financial instruments were recorded at fair value, they would be based on Level 1 valuation inputs, except for the following financial instruments denominated in fiat or USDC, as applicable, which would be based on Level 2 valuation inputs: loan receivables, certain other receivables, and certain payables. The Company’s long-term debt is not measured and recorded at fair value. As of December 31, 2024, the estimated fair value of the 2026 Convertible Notes, the 2030 Convertible Notes, the 2028 Senior Notes, and the 2031 Senior Notes were $ 1.3 billion, $ 1.4 billion, $ 901.3 million, and $ 625.0 million, respectively. As of December 31, 2023, the estimated fair value of the 2026 Convertible Notes, the 2028 Senior Notes, and the 2031 Senior Notes were $ 1.2 billion, $ 828.4 million, and $ 557.8 million, respectively. These are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs. 14. CAPITAL STOCK Preferred stock In connection with the Direct Listing, the Company’s amended and restated certificate of incorporation (the “Restated Certificate of Incorporation”) became effective, which authorized the issuance of 500,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors (the “Board”). 158 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Common stock Pursuant to the Restated Certificate of Incorporation, the Board is authorized to issue 10,000,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, and 500,000,000 shares of undesignated common stock. Dividend rights Shares of Class A common stock and Class B common stock will be treated equally, identically, and ratably, on a per share basis, with respect to dividends that may be declared by the Board. Voting rights Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of the Company. Right to receive liquidation distributions Upon a liquidation, dissolution, or winding-up of the Company, the assets legally available for distribution to stockholders would be distributed ratably among the holders of Class A common stock and Class B common stock and any participating preferred stock or new series of common stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock or new series of common stock. Conversion Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on a one -to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a sale or transfer (other than with respect to certain estate planning and other transfers). Further, upon certain events specified in the Restated Certificate of Incorporation, all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock. Once converted into Class A common stock, the Class B common stock will not be reissued. Share repurchase program In October 2024, the Board authorized the repurchase of up to an aggregate of $ 1.0 billion of the Company’s Class A common stock without expiration. Repurchases may be made at management’s discretion from time to time on the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), through privately negotiated transactions, or by other methods in accordance with applicable securities laws and other restrictions. The timing and amount of any repurchases will depend on market conditions and other considerations. The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock, and the program may be modified, suspended, or discontinued at any time. As of December 31, 2024, no shares have been repurchased under the Share Repurchase Program. 15. STOCK-BASED COMPENSATION Stock plans As of December 31, 2024, there were 23,649,488 shares of Class A common stock subject to issued and outstanding options, RSUs, and PRSUs, and 2,352,610 shares of Class B common stock subject to issued and outstanding options under the Plans. Under the 2021 Plan, there were 56,740,929 shares of Class A common stock available for future issuance. 159 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Stock options A summary of stock options activity, including performance-based options, is as follows (in thousands, except per share and years data): Weighted Average Options Outstanding Exercise Price Per Share Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at January 1, 2024 28,697 $ 25.01 6.1 $ 4,295,055 Exercised ( 5,687 ) 22.18 Forfeited and cancelled ( 81 ) 59.90 Balance at December 31, 2024 22,929 $ 25.59 5.2 $ 5,106,538 Exercisable at December 31, 2024 16,795 $ 26.36 5.1 $ 3,727,374 Vested and expected to vest at December 31, 2024 16,795 $ 26.36 5.1 $ 3,727,374 As of December 31, 2024, there was total unrecognized compensation cost of $ 25.6 million related to unvested stock options, which cost is expected to be recognized over a weighted-average period of 2.7 years. The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 1.2 billion, $ 226.5 million, and $ 336.3 million, respectively. During the years ended December 31, 2024, 2023, and 2022, 1,647,333 , 4,567,625 , and 7,592,673 stock options, respectively, vested with a weighted-average grant date fair value of $ 24.81 , $ 15.93 , and $ 12.46 per share, respectively. The weighted-average assumptions used under the Black-Scholes-Merton Option-Pricing Model to calculate the fair value of the options granted during the periods presented were as follows (in percentages, except as noted): Year Ended December 31, 2023 2022 Dividend yield 0.0 0.0 Expected volatility 90.5 59.3 Expected term (in years) 5.8 5.8 Risk-free interest rate 3.9 2.1 Chief Executive Officer performance stock options On August 11, 2020, the Company granted its Chief Executive Officer an option award to purchase up to 9,293,911 shares of Class A common stock, at an exercise price of $ 23.46 per share. Vesting of the award is dependent on both performance-based and market-based conditions being met. The total grant date fair value of this award was $ 56.7 million. The performance condition was contingent on the Company’s registration statement being declared effective by the SEC under the Securities Act. The occurrence of this event was considered to not be probable until such time that it occurred. During April 2021, as a result of the Company’s registration statement being declared effective by the SEC, the performance condition of the option award granted to the Chief Executive Officer was met. No awards vested at that time as none of the accompanying market-based conditions had been met. 160 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The market conditions are contingent on the Company’s Class A common stock price achieving certain stock price target milestones. On July 8, 2021, the first price target of the award was met, resulting in the vesting of 3,159,930 shares of Class A common stock subject to the option award. During each of the years ended December 31, 2024, 2023, and 2022, stock-based compensation expense of $ 3.9 million was recognized related to this award. Restricted stock units A summary of RSU activity is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 2024 3,016 $ 108.07 Granted 6,233 158.85 Vested ( 6,189 ) 135.10 Forfeited and cancelled ( 710 ) 133.75 Balance at December 31, 2024 2,350 $ 163.82 During the years ended December 31, 2023 and 2022, the weighted-average grant date fair value per share granted was $ 108.07 and $ 112.35 , respectively. During the years ended December 31, 2024, 2023, and 2022, the aggregate fair value as of the vest date of RSUs that vested was $ 1.4 billion, $ 753.9 million, and $ 947.9 million, respectively. In December 2022, the Company modified certain RSU awards held by 1,198 employees to accelerate vesting of the remaining unvested awards on December 21, 2022 instead of the original vest date of February 20, 2023. The modification of awards did not result in any incremental compensation cost, however $ 36.1 million of stock-based compensation expense was accelerated and recognized upon modification. As of December 31, 2024, there was total unrecognized compensation cost of $ 307.2 million related to unvested RSUs, which cost is expected to be recognized over a weighted-average period of 1.4 years. Performance restricted stock units A summary of PRSU activity is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 2024 804 $ 55.42 Vested ( 80 ) 55.42 Balance at December 31, 2024 724 $ 55.42 President & Chief Operating Officer performance award On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering a target of 401,983 shares of Class A common stock and up to a maximum of 803,966 shares of Class A common stock (the “2023 COO Performance Award”). Up to 40 % of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values which are separately evaluated for the period commencing January 1, 2023 and ending on December 31, 2025, subject to her continued employment until February 20, 2026 (the “Financial Performance Tranches”). Up to 60 % of the 161 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 2023 COO Performance Award is subject to vesting in increments based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025, and the three year period between January 1, 2023 and December 31, 2025, subject to her continued employment through the applicable year end dates (the “Market Tranches”). The total grant date fair value of the Market Tranches of this award was $ 25.1 million, while the grant date fair value of the Financial Performance Tranches was $ 19.5 million assuming maximum achievement. During the years ended December 31, 2024 and 2023, stock-based compensation expense of $ 10.0 million and $ 9.8 million was recognized, respectively, related to this award. During the year ended December 31, 2024, certain conditions were met that triggered expensing of a portion of Financial Performance Tranches that were previously not being expensed until such conditions were met. The Company is not yet recognizing expense with respect to the remaining portion of these tranches; as of December 31, 2024, the remaining grant date fair value of the Financial Performance Tranches that is not yet expensing is $ 17.0 million. As of December 31, 2024, there was total unrecognized compensation cost of $ 7.7 million related to the unvested PRSUs that are currently expensing, which costs are expected to be recognized over a weighted-average period of one year . Restricted stock A summary of restricted stock activity is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 2024 543 $ 114.22 Vested ( 199 ) 138.05 Forfeited and cancelled ( 4 ) 267.48 Balance at December 31, 2024 340 $ 98.49 During the years ended December 31, 2023 and 2022, the weighted-average grant date fair value per share granted was $ 114.22 and $ 137.05 , respectively. During the years ended December 31, 2024, 2023, and 2022, the aggregate fair value as of the vest date of restricted stock that vested was $ 37.8 million, $ 56.0 million, and $ 148.6 million, respectively. As of December 31, 2024, there was total unrecognized compensation cost of $ 8.5 million related to unvested restricted stock, which cost is expected to be recognized over a weighted-average period of 0.9 years. Employee Stock Purchase Plan During the years ended December 31, 2024, 2023, and 2022, total stock-based compensation expense of $ 13.4 million, $ 17.3 million, and $ 28.4 million, respectively, was recognized related to the ESPP. As of December 31, 2024 and 2023, the Company had a liability of $ 5.1 million and $ 4.1 million, respectively, related to the accumulated payroll deductions, which are refundable to employees who withdraw from the ESPP. This amount is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. As of December 31, 2024, there were 11.0 million shares of Class A common stock available for issuance under the ESPP. 162 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Stock-based compensation The effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Statements of Operations Technology and development $ 564,726 $ 476,478 $ 1,093,983 Sales and marketing 69,460 59,000 76,153 General and administrative 278,652 245,190 395,687 Restructuring — 84,042 — Total stock-based compensation expense $ 912,838 $ 864,710 $ 1,565,823 Balance Sheets Software and equipment, net (1) $ 48,068 $ 53,617 $ 118,017 _______________ (1) Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the years presented. See Note 8. Software and Equipment, Net for additional details. During the years ended December 31, 2024, 2023, and 2022, the Company recognized an income tax benefit of $ 537.7 million, $ 205.6 million, and $ 246.6 million, respectively, related to stock-based compensation expense. 16. OTHER (INCOME) EXPENSE, NET Other (income) expense, net consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Losses (gains) on strategic investments, net $ 11,553 $ ( 24,368 ) $ 101,219 Losses on foreign exchange, net 2,485 10,609 161,749 Gain on extinguishment of long-term debt, net — ( 117,383 ) — Other ( 43,112 ) ( 36,441 ) 2,505 Total other (income) expense, net $ ( 29,074 ) $ ( 167,583 ) $ 265,473 17. INCOME TAXES The components of income (loss) before income taxes were attributable to the following regions (in thousands): Year Ended December 31, 2024 2023 2022 Domestic $ 2,909,765 $ ( 113,067 ) $ ( 3,071,951 ) Foreign 32,879 36,222 7,369 Total income (loss) before income taxes $ 2,942,644 $ ( 76,845 ) $ ( 3,064,582 ) 163 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Current Federal $ 120,412 $ 8,761 $ 1,654 State 59,961 24,236 3,985 Foreign 31,890 11,621 22,763 Total current 212,263 44,618 28,402 Deferred Federal 134,719 ( 218,165 ) ( 361,056 ) State 22,376 416 ( 126,713 ) Foreign ( 5,780 ) 1,415 19,734 Total deferred 151,315 ( 216,334 ) ( 468,035 ) Total provision for (benefit from) income taxes $ 363,578 $ ( 171,716 ) $ ( 439,633 ) The table below provides the updated requirements of ASU 2023-09 for 2024. See Note 2. Summary of Significant Accounting Policies — Recent accounting pronouncements for additional details on the adoption of ASU 2023-09. The effective income tax rate for the year ended December 31, 2024 differs from the statutory federal income tax rate as follows (in thousands, except percentages): Year Ended December 31, 2024 $ % Provision for income taxes at U.S. federal statutory rate $ 617,955 21.00 % State and local income taxes, net of federal benefit (1) 66,325 2.25 Foreign tax effects 18,705 0.64 Effect of changes in tax laws or rates enacted in the current period — — Effect of cross-border tax laws: Foreign Derived Intangible Income (“FDII”) ( 11,592 ) ( 0.39 ) Other ( 1,472 ) ( 0.05 ) Tax credits: Research and development (“R&D”) credits ( 69,603 ) ( 2.37 ) Valuation allowance ( 7,493 ) ( 0.25 ) Non-taxable or non-deductible items: Equity compensation ( 276,645 ) ( 9.40 ) Non-deductible compensation 24,114 0.82 Uncertain tax positions 3,244 0.11 Adjustment to prior period provision ( 1,110 ) ( 0.04 ) Other adjustments 1,150 0.04 Total tax provision and effective tax rate $ 363,578 12.36 % ________________ (1) State taxes in California, New York, New Jersey, and Illinois made up the majority (greater than 50%) of the tax effect in this category. The Company’s effective tax rate of 12.36 % for the year ended December 31, 2024 is due primarily to tax benefits related to stock-based compensation and federal R&D credits, reduced by state taxes and certain nondeductible compensation. 164 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements As previously disclosed for the years ended December 31, 2023 and 2022, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows: Year Ended December 31, 2023 2022 % % U.S. statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 6.08 5.04 Foreign rate differential ( 0.14 ) ( 0.02 ) Non-deductible compensation ( 48.93 ) ( 1.34 ) Equity compensation 43.51 ( 3.43 ) Adjustment to prior year provision 24.85 ( 0.23 ) R&D credits 62.20 1.40 Change in valuation allowance 195.59 ( 6.37 ) Foreign tax credit 6.31 — FDII 0.65 — Global Intangible Low Taxed Income (GILTI) ( 18.55 ) ( 0.94 ) Uncertain tax positions ( 56.06 ) ( 0.60 ) Other ( 13.05 ) ( 0.16 ) Effective income tax rate 223.46 % 14.35 % The Company’s effective tax rate of 223.46 % for the year ended December 31, 2023 is due primarily to a reduction of a valuation allowance related to impairment charges on crypto assets held and strategic investments and tax benefits related to federal R&D credits, reduced by certain nondeductible compensation, tax on non-U.S. earnings, and other nondeductible expenses related to political contributions. The Company’s effective tax rate of 14.35 % for the year ended December 31, 2022 reflects a tax benefit on pretax loss reduced by certain nondeductible compensation and a valuation allowance recorded on impairment charges related to crypto assets held and strategic investments. The Company’s effective tax rate can be volatile based on the amount of pretax income or loss in the reporting period. For example, when pretax income is lower, the effect of reconciling items to the U.S. statutory rate, such as nondeductible expenses, will have a greater impact on the effective tax rate. 165 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2024 2023 Deferred tax assets Obligation to return crypto assets held as collateral $ 163,452 $ 61,077 Accruals and reserves 27,262 13,847 Net operating loss carryforward 53,107 55,563 Lease liability 22,645 4,494 Tax credit carryforward 240,977 351,003 Stock-based compensation 30,663 21,284 Intangibles 48,641 49,255 Capitalized expenses 951,665 759,789 Capital losses - realized/unrealized — 207,563 Gross deferred tax assets 1,538,412 1,523,875 Less: valuation allowance ( 124,202 ) ( 102,250 ) Total deferred tax assets 1,414,210 1,421,625 Deferred tax liabilities Crypto assets held as collateral ( 163,452 ) ( 61,077 ) State taxes ( 40,141 ) ( 13,169 ) Depreciation and amortization ( 33,370 ) ( 32,246 ) Prepaid expenses ( 14,457 ) ( 10,870 ) Lease ROU assets ( 20,369 ) ( 3,894 ) Installment gain ( 8,863 ) ( 10,918 ) Capital gains - unrealized ( 184,473 ) — Other ( 7,787 ) ( 17,218 ) Total deferred tax liabilities ( 472,912 ) ( 149,392 ) Total net deferred tax assets $ 941,298 $ 1,272,233 At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, only the portion of the deferred tax asset that is more likely than not to be realized was recognized. However, if the Company is not able to generate sufficient taxable income from its operations in the future, then a valuation allowance to reduce the Company’s U.S. deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized. Activity related to the Company’s valuation allowance consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Balance, beginning of period $ 102,250 $ 252,258 $ 54,383 Charged (credited) to expenses 21,952 ( 150,008 ) 197,875 Balance, end of period $ 124,202 $ 102,250 $ 252,258 The Company’s valuation allowance as of December 31, 2024 was higher compared to 2023 due primarily to an increase in the valuation allowance related to newly generated California R&D credits. 166 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements As of December 31, 2024, the Company also had R&D credits of $ 116.8 million and $ 124.2 million for federal and state income tax purposes, respectively. If not utilized, the federal R&D credits will expire in various amounts beginning in 2042. However, the state of California R&D credits can be carried forward indefinitely. The Company also had U.S. federal net operating loss carryforwards of $ 45.8 million as of December 31, 2024, and an estimated $ 105.0 million as of December 31, 2023. The U.S. federal net operating losses carry forward indefinitely. Additionally, the Company had U.S. state net operating losses of approximately $ 549.8 million as of December 31, 2024. Generally, California and other significant U.S. states have a twenty-year carryforward for net operating losses. Activity related to the Company’s unrecognized tax benefits consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Balance, beginning of period $ 171,693 $ 124,106 $ 111,019 Settlements ( 67 ) — ( 6,128 ) Increase related to tax positions taken during a prior year 2,433 30,685 13,940 Decrease related to tax positions taken during a prior year ( 18,378 ) — ( 9,187 ) Increase related to tax positions taken during the current year 35,263 16,902 14,462 Balance, end of period $ 190,944 $ 171,693 $ 124,106 As of December 31, 2024 and 2023, the Company had unrecognized tax benefits of $ 136.8 million and $ 126.8 million, respectively, which would reduce income tax expense and affect the effective tax rate, if recognized. The Company accounts for interest and penalties related to exposures as a component of income tax expense. The Company recorded $ 2.5 million and $ 3.5 million of accrued interest and penalties, respectively, as of December 31, 2024 and $ 1.6 million and $ 0.5 million of accrued interest and penalties, respectively, as of December 31, 2023. The Company files income tax returns in the U.S. (federal and state) and foreign jurisdictions. The Company is currently under audit by the IRS with respect to its federal income tax returns for 2020 and 2021, and California with respect to its state income tax returns for 2018 and 2019. The Company is also under audit in foreign jurisdictions for certain years including the United Kingdom, India, Kenya, and Philippines. 167 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 18. NET INCOME (LOSS) PER SHARE The computation of Net income (loss) p er share, including the weighted average shares outstanding used in the computation (“WASO”), is as follows (in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Numerators Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 ) Less: Net income allocated to participating shares ( 1,311 ) ( 119 ) — Net income (loss) attributable to common stockholders, basic $ 2,577,755 $ 94,752 $ ( 2,624,949 ) Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 ) Add: Interest on the Convertible Notes, net of tax 13,375 — — Less: Net income allocated to participating shares ( 1,193 ) ( 120 ) — Less: Fair value gain on contingent consideration arrangement, net of tax — — ( 6,230 ) Net income (loss) attributable to common stockholders, diluted $ 2,591,248 $ 94,751 $ ( 2,631,179 ) Denominators WASO - basic 247,374 235,796 222,314 Weighted-average effect of potentially dilutive shares: Stock options 16,958 16,845 — Convertible Notes 6,462 — — RSUs 1,933 1,447 — PRSUs 369 158 — Restricted common stock 281 145 — Contingent consideration — — 24 WASO - diluted 273,377 254,391 222,338 Net income (loss) per share attributable to common stockholders: Basic $ 10.42 $ 0.40 $ ( 11.81 ) Diluted $ 9.48 $ 0.37 $ ( 11.83 ) The rights, including the liquidation and dividend rights, of the holders of Class A 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 (loss) per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands): Year Ended December 31, 2024 2023 2022 Stock-based compensation awards (1) 6,582 9,175 40,671 Convertible Notes — 3,437 3,880 Total 6,582 12,612 44,551 __________________ (1) Includes shares under the ESPP. 168 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 19. ACQUISITIONS Information on acquisitions completed during the periods presented is set forth below. The results of operations of all acquired businesses have been recorded in the Consolidated Financial Statements since the dates of acquisition. The impact of these acquisitions was not considered significant to the Consolidated Financial Statements for the periods presented, and pro forma financial information has not been provided. In addition, all acquisition costs incurred were immaterial and were recorded in General and administrative expense in the Consolidated Statements of Operations during the year of acquisition. 2023 acquisition On March 3, 2023, the Company completed the acquisition of One River Digital Asset Management, LLC (“ORDAM”) by acquiring all issued and outstanding membership units of ORDAM. The total purchase consideration transferred in the acquisition was $ 96.8 million, which included $ 31.8 million in cash and cash payable, $ 20.0 million in a previously-held interest on the acquisition date, and $ 45.0 million in Class A common stock of the Company. The net assets acquired in acquisition was $ 31.0 million, and the excess purchase price of $ 65.8 million was recorded as goodwill. 2022 acquisitions Unbound Security, Inc. On January 4, 2022, the Company completed the acquisition of Unbound Security, Inc. (“Unbound”) by acquiring all issued and outstanding shares of capital stock and stock options of Unbound. Unbound is a pioneer in a number of cryptographic security technologies, which the Company believes will play a key role in the Company’s product and security roadmap. In accordance with 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 $ 222,732 Intangible assets 28,500 Other assets and liabilities, net 6,752 Net assets acquired $ 257,984 None of the goodwill is expected to be deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, synergies, and the use of purchased technology to develop future products and technologies. No material measurement period adjustments were recognized during the year ended December 31, 2022. The total consideration transferred in the acquisition was $ 258.0 million, consisting of the following (in thousands): Cash and cash payable $ 151,550 Class A common stock of the Company 103,977 RSUs for shares of the Company’s Class A common stock 2,457 Total purchase consideration $ 257,984 Included in the purchase consideration are $ 21.7 million in cash and 85,324 shares of the Company’s Class A common stock that were subject to an indemnity holdback and that were released within 18 months from the closing date of the transaction. 169 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements FairXchange, Inc. On February 1, 2022, the Company completed the acquisition of FairXchange, Inc. (“FairX”) by acquiring all issued and outstanding shares of capital stock, stock options, and warrants of FairX. FairX is a derivatives exchange which is registered with the U.S. Commodity Futures Trading Commission as a designated contract market (“DCM”) and the Company believes it has been a key stepping stone on the Company’s path to offer crypto derivatives to consumers and institutional customers in the United States. In accordance with 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 $ 231,685 Intangible assets 41,000 Other assets and liabilities, net 2,405 Net assets acquired $ 275,090 None of the goodwill is expected to be deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, market presence, synergies, and the use of purchased technology to develop future products and technologies. No material measurement period adjustments were recognized during the year ended December 31, 2022. The total consideration transferred in the acquisition was $ 275.1 million, consisting of the following (in thousands): Cash and cash payable $ 67,168 Class A common stock of the Company 207,922 Total purchase consideration $ 275,090 The aggregate purchase consideration includes 170,397 shares of the Company’s Class A common stock for a value of $ 33.7 million to be issued after the acquisition date. The fair value of these shares on the acquisition date is included in additional paid-in capital. Additionally, included in the purchase consideration are $ 4.7 million in cash and 83,035 shares of the Company’s Class A common stock that were subject to an indemnity holdback and were released or cancelled in December 2024. 20. RESTRUCTURING In January 2023, the Company announced a restructuring impacting 21 % of the Company’s headcount as of that date. The restructuring was intended to manage the Company’s operating expenses in response to the then-ongoing market conditions impacting the cryptoeconomy and business prioritization efforts. As a result, in 2023, the Company recorded restructuring charges of $ 142.6 million, which included $ 84.0 million in stock-based compensation, $ 56.7 million in separation pay, and an immaterial amount of other personnel costs. The restructuring was completed and all amounts were settled in 2023. In June 2022, the Company announced a restructuring impacting approximately 18 % of the Company’s headcount as of that date. This strategic reduction of the existing global workforce was intended to manage the Company’s operating expenses in response to market conditions and ongoing business prioritization efforts. As a result, in 2022, the Company recorded restructuring charges of $ 40.7 million, which included $ 38.7 million in separation pay and immaterial amount of other personnel costs. The restructuring was completed and all amounts were settled in 2022. There were no restructuring charges recorded during the year ended December 31, 2024. 170 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 21. COMMITMENTS AND CONTINGENCIES Crypto assets and USDC on platform The Company is obligated to securely store all crypto assets and USDC that it holds in custodial products on behalf of customers. As such, the Company may be liable to its users for losses arising from the Company’s failure to secure these assets from theft or loss. The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of December 31, 2024 and 2023. The Company holds crypto assets and USDC in custodial products on its platform on behalf of its customers totaling $ 404.0 billion and $ 191.2 billion at fair value at December 31, 2024 and 2023, respectively. These assets are not recorded in the Consolidated Balance Sheets. Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecorded liability of $ 404.0 billion and $ 191.2 billion at December 31, 2024 and 2023, respectively. Since the risk of loss is remote, the Company did not record a contingent liability at December 31, 2024 or 2023. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss. Indemnifications In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s stockholders provides indemnity to each stockholder, their partners, members, officers, directors, and stockholders and certain of their advisors; each underwriter, if any; and each person who controls each stockholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result. The Company will reimburse each such party for any legal and any other expenses reasonably incurred, provided that the Company will not be liable in any such case to the extent the damages arise out of or are based upon any actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such stockholder or underwriter and stated to be specifically for use therein. The Company also has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made; (ii) due to the unique facts and circumstances involved in each particular agreement; and (iii) due to the requirement for a registration of the Company’s securities before any of the indemnification obligations contemplated in the IRA become effective. The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business. Legal and regulatory proceedings The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss 171 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial Statements . In July and August 2021, three purported securities class actions were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and employees, and certain venture capital and investment firms. The complaints alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act, in connection with the registration statement and prospectus filed in connection with the Direct Listing. In November 2021, these actions were consolidated and recaptioned as In re Coinbase Global Securities Litigation , and an amended complaint was f iled. T he plaintiff seeks, among other relief, unspecified compensatory damages, attorneys’ fees, and costs. The Company disputes the claims in these cases and is vigorously defending against them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. The Company has subsequently received, and expects to receive in the future, similar shareholder claims. In October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc. , was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for Judgement on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions. The defendants continue to dispute the claims in this case and intend to vigorously defend against them. Based on the nature of the proceedings in this case, the outcome of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. In December 2021, a shareholder derivative suit captioned Shin v. Coinbase Global, Inc. , was filed in New York state court against the Company and its directors, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, and seeking unspecified damages and injunctive relief. The Company has subsequently received, and expects to receive in the future, similar derivative claims. The Company disputes the claims in these cases and intends to vigorously defend against them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. During 2022, the Company’s subsidiary, Coinbase, Inc., which holds a BitLicense from the New York Department of Financial Services (“NYDFS”) and is therefore subject to examinations and investigations by the NYDFS, was subject to an investigation by the NYDFS relating to its compliance program including compliance with the Bank Secrecy Act and sanctions laws, cybersecurity, and cu stomer support. In 172 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements January 2023, the NYDFS announced a consent order focused on historical shortcomings in Coinbase, Inc.'s compliance program. Pursuant to the consent order, Coinbase, Inc. paid a $ 50.0 million penalty in January 2023 and completed an agreed additional investment of $ 50.0 million in its compliance function as of the quarter ended June 30, 2024. In April 2022, a dissenting stockholder to the Company’s acquisition of FairXchange, Inc. (“FairX”) filed a Verified Petition for Appraisal of Stock in the Court of Chancery of the State of Delaware seeking, among other relief, an appraisal of the fair value of their common and preferred shares of FairX stock. Petitioners contended that the valuation of FairX was higher than the valuation ascribed by the parties at the time of the transaction. The case was captioned Hyde Park Venture Partners Fund III, L.P. et al. v. FairXchange, LLC, et al . Trial took place in November 2023 and post-trial briefing and argument was completed on March 5, 2024 and March 22, 2024, respectively. A settlement offer was made and rejected in November 2023, and another settlement offer was made and rejected in May 2024. On July 30, 2024, the Court of Chancery of the State of Delaware issued an opinion determining the fair value of FairX to be the deal price ascribed by the parties at the time of the transaction, plus both pre- and post-judgment interest. On October 29, 2024, final judgment was entered reflecting this fair value, and the appeal period expired on December 2, 2024 without an appeal filed by either party. The total amount paid by the Company in satisfaction of the final judgment during the year ended December 31, 2024 was $ 57.7 million of which $ 10.1 million was recovered from an indemnity holdback established in connection with the FairX acquisition in 2022, including the cancellation of 38,041 shares of the Company’s Class A common stock subject to the indemnity holdback. In June 2023, the SEC filed a complaint in the District Court against the Company and Coinbase, Inc. alleging that Coinbase, Inc. has acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc. has offered and sold securities without registering its offers and sales in violation of Sections 5(a) and 5(c) of the Securities Act. The SEC has also alleged that the Company is liable for the alleged violations as an alleged control person of Coinbase, Inc. The case is captioned SEC v. Coinbase, Inc. et al . The SEC seeks, among other relief, injunctive relief, disgorgement and civil money penalties. The Company and Coinbase, Inc. filed an answer to the SEC complaint in June 2023, dispute the claims in this case, and intend to vigorously defend against them. On August 4, 2023, the Company and Coinbase, Inc. filed a motion for judgment on the pleadings. The SEC filed its response on October 3, 2023 and the Company and Coinbase, Inc. filed their reply on October 24, 2023. Oral argument took place on January 17, 2024. On March 27, 2024, the District Court denied in part the Company and Coinbase, Inc.’s motion for judgment on the pleadings with respect to the SEC’s claims that Coinbase, Inc. has operated as an unregistered securities exchange, broker, and clearing agency and has engaged in an unregistered offer and sale of securities through the Company’s staking program. The District Court dismissed the SEC’s claim that Coinbase, Inc. acts as an unregistered broker through its wallet service. Subsequently, on April 12, 2024, the Company and Coinbase, Inc. filed a motion with the District Court seeking certification of an interlocutory appeal to the Court of Appeals. The District Court granted that motion on January 7, 2025 and stayed proceedings in the District Court. On January 17, 2025, the Company and Coinbase, Inc. filed a petition for permission to appeal to the Court of Appeals. Based on the preliminary nature of the proceedings in this case, the outcome of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. An adverse resolution of the SEC’s lawsuit could have a material impact on the Company’s business and financial statements. In June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case 173 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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. 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 could have a material impact on the Company’s business and financial statements. The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products. Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially. Tax regulation Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes, and the withholding of tax at source. Further, it is possible that a dditional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from the Company's practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued. As a result, the Company may have exposure to additional tax liabilities that could have an adverse effect on the Company’s operating results and financial condition. 22. RELATED PARTY TRANSACTIONS Revenue and Accounts receivable, net Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. The Company recognized revenue from related party customers of $ 22.7 million, $ 17.9 million, and $ 12.9 million during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024 and 2023, Accounts receivable, net from related party customers were $ 2.7 million and $ 3.4 million, respectively. Customer custodial funds and liabilities Customer custodial funds and Customer custodial fund liabilities for related parties as of December 31, 2024 and 2023 were $ 44.0 million and $ 348.0 million, respectively. O ther assets The Company made strategic investments of an aggregate of $ 12.1 million and an $ 4.0 million amount for the years ended December 31, 2024 and 2023, respectively, in investees in which certain related parties of the Company held an interest over 10%. Expenses and Accounts payable During the years ended December 31, 2024 and 2023, the Company incurred $ 1.5 million, $ 2.5 million, respectively, for professional and consulting services provided by entities affiliated with 174 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements related parties. There were no professional and consulting services provided by entities affiliated with related parties to note during the year ended December 31, 2022. As of December 31, 2024 and 2023, Accounts payable to related parties were none and immaterial, respectively. 23. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Changes in operating assets and liabilities affecting cash were as follows (in thousands): Year Ended December 31, 2024 2023 2022 USDC $ ( 547,091 ) $ 254,571 $ ( 848,138 ) Accounts receivable, net ( 100,568 ) 80,375 ( 141,023 ) Customer custodial funds in transit 46,829 ( 115,391 ) 28,952 Income taxes, net 77,099 8,547 1,906 Other current and non-current assets 48,564 28,033 19,237 Other current and non-current liabilities ( 2,835 ) 70,071 ( 92,382 ) Net changes in operating assets and liabilities $ ( 478,002 ) $ 326,206 $ ( 1,031,448 ) The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands): December 31, 2024 2023 2022 Cash and cash equivalents $ 8,543,903 $ 5,139,351 $ 4,425,021 Restricted cash and cash equivalents 38,519 22,992 25,873 Customer custodial cash and cash equivalents 6,028,020 4,393,086 4,978,752 Total cash, cash equivalents, and restricted cash and cash equivalents $ 14,610,442 $ 9,555,429 $ 9,429,646 175 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements The following is a supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended December 31, 2024 2023 2022 Crypto asset loan receivables originated $ 1,559,716 $ 396,981 $ — Crypto asset loan receivables repaid 1,489,839 469,763 — Crypto assets received as collateral 3,030,311 886,403 — Crypto assets received as collateral returned 2,759,660 630,682 — USDC received as collateral — 255,383 26,874 USDC received as collateral returned — 282,257 — Crypto assets borrowed 844,717 450,663 920,379 Crypto assets borrowed repaid 579,210 559,191 1,432,688 Crypto assets pledged as collateral — 25,027 10,743 Crypto assets pledged as collateral returned — 35,770 — USDC borrowed 122,566 — — USDC borrowed repaid 48,407 — — USDC pledged as collateral 98,034 131,936 47,634 USDC pledged as collateral returned 145,905 127,690 — Dispositions of crypto asset investments 182,168 42,551 617 Cumulative-effect adjustment due to the adoption of ASU 2023-08 561,489 — — Non-cash consideration paid for business combinations — 51,494 324,925 The following is a supplemental schedule of cash paid for interest and income taxes (in thousands): Year Ended December 31, 2024 2023 2022 Cash paid during the period for interest $ 68,543 $ 76,142 $ 82,399 Cash paid during the period for income taxes, net of refunds: U.S. Federal $ 63,884 $ — $ — U.S. State and local 50,672 — — Foreign 25,785 — — Total cash paid during the period for income taxes $ 140,341 $ — $ — Cash paid during the period for income taxes (prior to ASU 2023-09) $ — $ 39,122 $ 35,888 Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2024 include U.S. Federal at $ 63.9 million, California at $ 8.8 million, New York State at $ 8.6 million, and New York City at $ 7.3 million. 24. SUBSEQUENT EVENTS On February 5, 2025, 1,226,796 performance-based options granted to the Company’s Chief Executive Officer, as described in Note 15. Stock-Based Compensation , vested in accordance with their original terms due to the Company’s Class A common stock price achieving a specified stock price target milestone. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None 176