What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-12 compared with 2025-02-13 · 187 added, 151 removed, 230 unchanged (60% of the section changed)

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We are working to update the century-old financial system by providing a trusted platform that makes it easy for our customers to engage with crypto assets.

We also provide critical infrastructure for the onchain economy and support builders who share our vision of bringing the world onchain.

Onchain activities are interactions with the blockchain that take place in a broad category of blockchain-powered technologies, including self-custody wallets, decentralized apps and services, and open community engagement platforms.

Together with the crypto community, we advocate for responsible rules to make the benefits of crypto available around the world.

In December 2025, we took a major step forward to becoming the Everything Exchange—dramatically expanding the assets available to trade on Coinbase, including stocks, commodity futures, perpetual futures, and prediction markets.

Our goal is to create a comprehensive, seamless experience for retail users, institutions, and developers to engage in the future of finance.

We differentiate ourselves from our competition with:

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We hold customer assets one-to-one at all times.

We do not act on customer assets, including staking, lending, rehypothecating, or engaging in fractional reserve banking, without customer consent.

• Ease of use :

We strive to build products that are easy to use and that our customers love.

We obsess over quality and craft in our products.

We strive to make buying, storing, and using crypto easy.

We offer products and services to three customer groups:

We build easy-to-use products that our customers love.

We obsess over quality and craft.

We strive to make financial transactions easy.

We offer products primarily to three customer groups:

• Consumers :

Retail customers seeking to invest in or trade crypto assets and engage onchain.

Retail customers seeking to hold, invest or trade crypto assets, as well as a growing set of trading offerings such as equities, prediction markets, and derivatives.

Consumers use Coinbase as a primary account for crypto-enabled financial services, and to engage onchain.

• Institutions :

Businesses that include market makers, asset managers, hedge funds, banks, wealth platforms, registered investment advisors, payment platforms, and public and private corporations.

Businesses including market makers, asset managers, hedge funds, banks, wealth platforms, registered investment advisors, payment platforms, and public and private corporations.

These customers use our products to custody and trade crypto or crypto derivatives.

• Developers :

Entrepreneurs, creators, merchants, crypto asset issuers, organizations and financial institutions, and other groups building decentralized protocols, applications, products, or other services onchain.

Our platform serves as a trusted and compliant on-ramp to the onchain economy and enables our users to engage in a wide variety of activities with their crypto assets in both our own proprietary and third-party product experiences enabled by access to decentralized applications.

Our business consists of

products that we monetize through transaction fees, such as our consumer trading product suite, as well as subscription products and services, such as our stablecoin products.

Businesses, including technology companies, financial institutions (such as banks, fintechs, and retail brokers), and payment firms.

These customers leverage the Base Chain and Coinbase Developer Platform to build, and scale crypto-enabled products.

Our platform serves as a secure and compliant on-ramp to the onchain economy and enables our customers to use their crypto assets in both first and third-party product experiences.

Our business consists of products that we monetize through transaction fees, such as our consumer trading product suite, as well as subscription products, such as our stablecoin products.

We describe these products below.

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Our platform is designed to serve a wide variety of consumers, whether they are buying their first crypto asset or are advanced traders.

We offer two trading experiences:

In 2025, we expanded our trading products beyond spot crypto as we built out the Everything Exchange.

We now offer stocks, commodity futures, perpetual futures, and prediction markets.

Our vision for the Everything Exchange is to offer a single platform to trade any asset, anywhere in the world.

We offer our trading products through two trading experiences:

• Simple trade :

Our simple trading experience offers customers the ability to buy, sell, and convert crypto assets using the basic interface of our platform, and includes value-added services such as fixed price quotes and recurring trades.

Our Simple trading experience offers customers the ability to buy and sell crypto assets, stocks, futures, and prediction markets using the basic interface of our platform.

Simple trading focuses on consumers of all experience levels who are prioritizing ease of use.

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Advanced trading focuses on sophisticated traders who are prioritizing a robust set of features to meet their more complex needs and higher volume.

We generate fees from consumers trading on our platform, including through volume-based transaction fees and a spread depending on the type of trade.

We charge fees from consumers trading on our platform, including through volume-based transaction fees and a spread depending on the type of trade.

Simple trading and Advanced trading fees differ due to both the typical nature of the transactions and unique benefits of each offering.

Generally, simple trading fees are higher than those on advanced trading because advanced traders typically trade at higher volumes than simple traders.

Prime Trading

Coinbase Prime is our full-service prime brokerage platform, where our institutional customers can access deep pools of liquidity across a network of trading venues.

Generally, Simple trading fees are higher than those on Advanced trading.

Institutional Trading and Markets

We service institutional customers via Coinbase Prime, which is our full-service prime brokerage platform where our institutional customers can access deep pools of liquidity across a network of trading venues.

We offer volume-based pricing and charge a transaction fee for executed trades.

We provide market infrastructure in the form of trading venues for customers to trade spot and derivatives.

We currently provide access to three trading venues:

the Coinbase Exchange, the Coinbase International Exchange, and the Coinbase Derivatives Exchange.

These markets generate revenue by charging a transaction fee for executed trades.

Base Protocol

Base is an L2 Ethereum blockchain offering fast, cheap, global onchain transactions.

In 2024, Base reduced median transaction fees by more than 90% to enable sub-one cent median transactions.

Base’s goal is to bring one million developers and one billion users onchain to build a global economy.

Base aspires to be the best place to build applications, create content, and earn money onchain.

We also provide market infrastructure in the form of exchanges for customers to trade spot and derivatives.

We currently operate four exchanges:

the Coinbase Exchange, the Coinbase International Exchange, the Coinbase Derivatives Exchange, and the Deribit Exchange.

These exchanges charge a volume-based transaction fee for executed trades.

Products Assets (1)

Coinbase Exchange

Spot trading 360+ crypto assets

Coinbase International Exchange

Perpetual futures, Spot 200+ crypto assets

Coinbase Derivatives Exchange

Dated futures, Perpetual-style futures 35+ futures (crypto, commodities, equity indices)

Deribit Options, Perpetual futures, Dated futures, Spot 15+ crypto assets

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(1) Figures are reported as of the filing date of this Annual Report on Form 10-K .

Deribit is the global leader in crypto options trading by volume and open interest.

Deribit accelerates both our international expansion ambitions and our derivatives offerings.

Other transaction products

Base is a decentralized L2 Ethereum blockchain offering fast, low-cost, global onchain transactions.

Base has processed billions of transactions since launch and supports an expanding ecosystem of onchain applications across capital markets, trading, payments, and more.

Our goal for Base is to bring one million developers and one billion users onchain to build a global economy.

Coinbase generates revenue from sequencer fees paid each time a transaction is processed on the Base blockchain.

Coinbase Wallet

Coinbase Wallet is a self-custodial wallet software product, which we offer globally.

Coinbase Wallet enables users to engage and transact with the full universe of Dapps and actively engage in the onchain economy without the need for a centralized intermediary.

Customers can also link their Coinbase account to their Coinbase Wallet to more easily transfer assets between the two.

In 2024, Coinbase launched “smart wallet,” which is an improved self-custody technology that enables instant onboarding with no separate app or extension, and no need to memorize a seed phrase.

Coinbase Wallet now includes smart

wallet compatibility.

A benefit of Coinbase Wallet is that consumers have sole control over their private keys and/or seed phrase, which are stored directly on their mobile devices or personal storage accounts and not with a centralized entity.

Because the private key is unilaterally controlled by the user, Coinbase is unable to assist in recovery in the event a user loses their key or seed phrase.

• Base App (formerly Coinbase Wallet) :

The Base App is a self-custodial wallet product.

It is the evolution of our prior Coinbase Wallet offering, which we offer globally, subject to applicable laws and app availability.

The Base App integrates trading, payments, a social feed, and access to decentralized applications.

Built on open protocols, users maintain ownership of their identity, assets, and social connections across the onchain ecosystem.

Base App users have sole control over the cryptographic keys to access their assets, which are stored directly on their mobile devices or personal storage accounts and not with a centralized entity.

Coinbase is unable by default to assist in recovery if a user loses access to their wallet, because the cryptographic key

is unilaterally controlled by the user.

Users do, however, have an option in the Base App to add a recovery signer that would allow them to recover access.

Subscription products and other services

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and (iii) share in the economics of the reserves backing stablecoins in circulation both on and off our platform (the “Circle Agreement”).

Pursuant to the Circle Agreement, Circle pays us for our role in the growth of USDC:

Pursuant to the Circle Agreement, Circle is the issuer of USDC, holds the relevant trademarks which we can use, and pays us for our role in the growth of USDC:

the greater the proportion of USDC in circulation generally and on our platform, the greater our revenue generated under the Circle Agreement.

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Upon completion of the initial term, we and Circle will discuss in good faith whether any modifications to the Circle Agreement are warranted.

If such modifications are not agreed upon, the Circle Agreement will automatically renew for additional three-year terms unless we or Circle fail to meet ongoing obligations under the Circle Agreement.

If such modifications are not agreed upon, the Circle Agreement will automatically renew for additional three-year terms unless we or Circle fail to meet the conditions specified in the Circle Agreement.

These conditions are the satisfaction of a Product Threshold, a Company Threshold, and a Reseller Threshold (as defined in the Circle Agreement).

If the conditions are satisfied, the Circle Agreement cannot be terminated.

Separate from any renewal, there are certain circumstances under which the parties could initiate a restructuring of the agreement.

In such an event, if an amendment or restructuring is not possible or Circle does not make payments to us following such a restructuring period, we can require the assignment of certain trademarks by Circle to us, which would then impact the arrangement between the parties and Circle’s ability to issue other U.S.

dollar-denominated stablecoins.

We and Circle may, from time to time, enter into arrangements with third parties approved by both us and Circle (such third parties, “approved participants”) that provide for fees to be paid to such approved participants to increase the circulation of stablecoins subject to the Circle Agreement.

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We have filed a copy of the Circle Agreement and its 2024 supplement as exhibits to this Annual Report on Form 10-K in order to provide investors with additional information about this partnership.

Historically, we have observed that customers holding USDC on our platform are more likely to use other products such as trading.

Therefore, where permitted, we pay rewards to both consumer and institutional customers who hold USDC to incentivize on-platform balances and deeper engagement with our product suite.

In 2024, we began paying rewards onchain to customers holding USDC balances in Coinbase Wallet.

Staking is one of our most popular services.

Certain blockchain protocols, such as Ethereum and Solana, rely on staking to validate blockchain transactions, an essential operation to these protocols’ operations and an alternative consensus mechanism to mining.

Historically, we have observed that customers holding USDC on our platform are more likely to use our other products, such as trading.

Therefore, where permitted, we pay rewards to both Coinbase One subscribers as well as institutional customers who hold USDC to incentivize on-platform use and deeper engagement with our product suite.

Blockchain Rewards

Certain blockchain protocols, such as Ethereum and Solana, rely on staking to validate blockchain transactions, an essential operation to these protocols’ operations and an alternative consensus

mechanism to mining.

Network participants can designate a certain amount of their crypto assets on the network to validate transactions and earn rewards.

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Our customers maintain full ownership of their crypto assets while earning staking rewards.

Customers who stake their assets receive compensation, paid out by applicable blockchain protocols, in

the form of the network’s crypto asset.

Customers who stake their assets receive rewards, paid out by applicable blockchain protocols, in the form of the network’s crypto asset.

The rewards rates, expressed as an annual percentage yield, vary by asset.

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Cardano (ADA), Avalanche (AVAX), Cosmos (ATOM), Polkadot (DOT), Ethereum (ETH), MATIC (POL), Solana (SOL), and Tezos (XTZ).

As of December 31, 2024, approximately $15.2 billion worth of these assets were held on behalf of individual consumers staked through our platform, as adjusted to USD.

As of December 31, 2025, approximately $7.5 billion worth of these assets were held on behalf of individual consumers staked through our platform, as measured in U.S.

dollar equivalents.

For our institutional customers, our staking process varies by customer.

In addition to operating our own validator nodes to provide staking services, we utilize third-party service providers to operate validator nodes on our customers’ behalf.

Institutional customers receive rewards directly from the protocol as we do not stake on behalf of these customers.

In addition to operating our own validator nodes to provide staking services, we also provide institutional customers access to validator nodes operated by third-party service providers.

Institutional customers receive rewards directly from the protocol.

The fees we charge to institutional customers depend on the customer agreement and the selected service.

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Eligible customers can obtain cbETH tokens by wrapping their staked ETH or by purchasing cbETH tokens on our exchange or on third-party exchanges.

A cbETH holder can sell or transfer their cbETH within the Coinbase app or send cbETH to a self-custody wallet or to other addresses on the Ethereum blockchain.

A cbETH holder can sell or transfer their cbETH within the Coinbase app or send cbETH to a self-custodial wallet or to other addresses on the Ethereum blockchain.

Selling or otherwise transferring cbETH automatically transfers ownership of the underlying staked ETH, along with any rewards earned.

There are risks associated with our staking services, which are described in the risk factor in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K:

“ We may suffer losses due to staking, delegating, and other related services provided to our customers.

We offer an institutional-grade custody platform with a highly secure cold storage solution both within the United States and globally.

We charge institutions a separate fee based on the total assets stored in custody on our platform.

For example, we serve as a custodian for several Bitcoin and Ethereum ETF issuers.

In 2024, the Securities and Exchange Commission (the “SEC”) approved 11 spot Bitcoin ETF applications, nine of which partner with Coinbase, and nine Ethereum ETF applications, eight of which partner with Coinbase.

We do not charge our consumers a separate fee to safely store their crypto assets on our platform.

We discuss our custodial practices for both institutions and consumers in further detail below.

Coinbase One is a consumer subscription product for which consumers pay a monthly or annual fee to unlock a variety of benefits, including limited reduced transaction fee trading, higher staking and USDC rewards than non-Coinbase One subscribers, priority customer service support, and offers from third-party partners.

In 2024, we launched an additional subscription tier, Coinbase One Premium, offering consumers enhanced benefits, including unlimited zero trading fees on simple trading and concierge support for a higher subscription fee.

“ We may suffer losses due to staking, delegating, and other related services we provide to our customers.

Institutional financing

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We offer integrated financing products and services to institutional customers that meet our credit criteria to access liquidity for their hedging, trading, and working capital needs.

Our lending product set includes tools to allow clients to trade in real time, products that enable leverage and short access across our Prime and Markets offerings, and structured loans supporting client working capital and other needs.

In addition to lending, we borrow fiat and crypto assets, including USDC, from third parties, including eligible institutional customers, to facilitate our financing products.

Our lending product set includes tools to allow clients to trade in real time, products that enable leverage and ability to short sell across our Prime and Markets offerings, and structured loans supporting client working capital and other needs.

In addition to lending, we borrow fiat, crypto assets, and stablecoins from third parties, including eligible institutional customers, to facilitate our financing products.

We also offer a managed lending product for eligible institutional customers under our Agency Lending offering.

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Collateralized Arrangements and Financing of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and Risk Factors—We provide secured loans to our customers, which exposes us to credit risks and may cause us to incur financial or reputational harm included in Part I, Item 1A of this Annual Report on Form 10-K.

Custodial Interest

We earn interest on customer custodial funds held at third-party depository institutions, which is influenced by customer funds on our platform and prevailing interest rates.

Other subscription and services products

Through Coinbase Prime, we offer an institutional-grade custody platform with a highly secure cold storage solution both within the United States and globally.

We charge institutions a separate fee based on the total assets stored in custody on our platform.

For example, we serve as a custodian for several Bitcoin and Ethereum ETF issuers.

We now also offer an orchestrated hot wallet custody solution, enabling faster transaction execution and enhanced liquidity while maintaining institutional-grade security.

We do not charge our consumers a separate fee to securely store their crypto assets on our platform.

• Coinbase One :

Coinbase One is a consumer subscription product for which consumers pay a monthly or annual fee to unlock a variety of benefits, including limited reduced transaction fee trading, USDC rewards, higher staking rewards than non-Coinbase One subscribers, priority customer service support, and offers from third-party partners.

In 2025, we launched an additional subscription tier, Coinbase One Basic, offering consumers essential benefits for a lower subscription fee.

There are now three membership tiers under Coinbase One:

Basic, Preferred, and Premium.

We also launched the Coinbase One credit card in 2025, allowing users to earn up to 4% Bitcoin back on every purchase.

Consumers are able to increase their rewards rate by increasing their balances held on the platform.

Coinbase One serves two purposes:

generating recurring subscription revenue and deepening user engagement across our product suite.

We generate direct revenue from Coinbase One subscription fees.

Coinbase One users engage with the rest of our product suite, generating trading revenue, staking commission, credit card interchange fees, and more.

• Coinbase developer platform :

Our developer platform combines a suite of developer tools to enable crypto developers to build in the onchain ecosystem.

We offer APIs to simplify a variety of key activities, including crypto payments and trading, data access, staking, and more.

Coinbase Developer Platform enables developers to build crypto into their products faster and to simplify how they interact with blockchains.

Coinbase developer platform (“CDP”) is an infrastructure solution that provides businesses of all sizes with a single entry point to build and scale crypto offerings onchain.

By consolidating payments, trading, wallets, and stablecoins into a single onboarding flow and offering self-serve application programming interfaces, software development kits, and tools, CDP simplifies the integration of crypto functionality into products, enabling faster and more efficient adoption of blockchain technology.

Trusted crypto platform

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When customers use our platform, their assets remain their assets.

Our products, services and educational offerings incorporate a holistic, customer-centric set of digital engagement practices, including educational content and notifications, which are designed, in part, to promote financial literacy and awareness and to provide customers with guidance and information to help them make better informed decisions.

Examples of these offerings include, among others:

(i) educational materials, including but not limited to an online collection of how-to guides and tutorials (ii) in-app

engagement, including features designed to enable consumers to start small and build crypto asset holdings with confidence over time, including through rewards to customers in connection with the completion of certain milestones, (iii) sweepstakes, and (iv) differentiated marketing, including paid digital and social media marketing campaigns, as well as email campaigns, search engage optimization, in-app banners, push and pop-up notifications, paid search marketing, and affiliate marketing.

For additional information, see Risk Factors—Laws and regulations regarding conflicts of interest associated with the use of predictive data analytics, digital engagement practices, and similar technologies, if adopted and found to be applicable to our business, may require us to modify, limit, or discontinue our use of certain technologies and features contained within our products and services and may impact the way that we interact with existing and prospective customers, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of this Annual Report on Form 10-K.

Custodial practices

We store crypto assets using proprietary technology and operational processes.

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however, we have worked hard to securely store our customers’ crypto assets and our own crypto assets for investment and operational purposes with legal and operational protections.

Further, we appropriately ledger, properly segregate, and maintain separate accounts for our corporate crypto assets and customers’ crypto assets.

Additionally, with respect to Coinbase entities that provide cold storage custody services, such as Coinbase Custody Trust Company, LLC (“CCTC”) and Coinbase Custody International Limited, crypto assets are held separately in dedicated addresses and ledgered using a proprietary combination of hardware security modules.

We appropriately ledger, properly segregate, and maintain separate accounts for our corporate crypto assets and customers’ crypto assets.

With respect to Coinbase entities that provide cold storage custody services, such as Coinbase Custody Trust Company, LLC (“CCTC”) and Coinbase Luxembourg S.A.

(which is required to hold its client assets in segregated cold storage under the Markets in Crypto Assets regulation (“MiCA”)), crypto assets are held separately in dedicated addresses and managed using a proprietary combination of software and hardware security modules.

For Coinbase entities that provide crypto trading services, such as Coinbase, Inc., crypto assets are held in an omnibus manner on the blockchain and separately recorded using a ledger system.

Additionally, as a U.S.

public company, we are required to undergo annual audits and quarterly reviews, which, among other things, require that our independent registered public accounting firm reviews and audits our internal controls and reconciliation processes.

Moreover, our various user, custody, and client agreements outline the applicability of Uniform Commercial Code (“UCC”) Article 8 to custodied crypto assets.

UCC Article 8 provides that financial assets held by Coinbase for its customers are not property of Coinbase and not subject to claims of our general creditors.

New customers must meet some minimum criteria to engage on our platforms.

When signing up for an account on our platform, among other requirements, consumer, and institutional customers must

certify that they are at least eighteen (18) years of age (if a natural person), agree to a user agreement and privacy policy, and satisfy the requirements of our robust know-your-customer (“KYC”) program.

Examples of these offerings include, among others:

(i) educational materials, including but not limited to an online collection of how-to guides and tutorials, a crypto developments newsletter, Coinbase Bytes, and our learning rewards program, a video content-driven educational platform available on our Coinbase app and our website, through which customers can earn small rewards, paid out in cryptocurrency, upon successful completion of a video and a short quiz on a range of topics related to the cryptoeconomy, (ii) in-app engagement, including features designed to enable consumers to start small and build crypto asset holdings with confidence over time, including through rewards to customers in connection with the completion of certain milestones, (iii) sweepstakes, and (iv) differentiated marketing, including paid digital and social media marketing campaigns, as well as email campaigns, search engage optimization, in-app banners, push and pop-up notifications, paid search marketing, and affiliate marketing.

Custodial practices

public company, we are required to undergo annual audits and quarterly reviews, which require that our independent registered public accounting firm reviews and audits our internal controls and reconciliation processes.

Our various user, custody, and client agreements outline the applicability of Uniform Commercial Code (“UCC”) Article 8 to crypto assets under custody.

UCC Article 8 provides that financial assets held in the United States by Coinbase for its customers are not property of Coinbase and not subject to claims of our general creditors.

We utilize both hot wallets and cold wallets in our custodial solutions.

We actively manage wallet balances and generally seek to hold no more than 2% of custodied assets in hot wallets at any given time.

We actively manage wallet balances and generally seek to hold no more than 2% of assets under custody in hot wallets at any given time.

Cold wallet private key materials are stored and secured at facilities within the United States and internationally.

We store the substantial majority of our own crypto asset holdings utilizing the same storage solutions that we provide to our customers.

In limited cases, we use storage solutions not offered to our customers to store immaterial amounts of crypto held for corporate purposes outside of our core custodial product offerings.

Additionally, our Coinbase Asset Management offering utilizes both Coinbase and third parties as custodians.

As part of our risk mitigation efforts, wallet private keys are not stored in plaintext format in any location and the cryptographic consensus of multiple human operators is required to decrypt a private key for both hot and cold wallets.

No single individual has control of Coinbase’s wallet private keys.

To the extent a customer withdrawal requires movement of assets from a cold wallet, authority to release proceeds from such wallet resides with a geographically distributed team of professionals, all of whom are subject to background checks as part of the onboarding process.

In limited cases, we use storage solutions not offered to our customers to store immaterial amounts of crypto assets held for corporate purposes outside of our core custodial product offerings.

Deribit and Coinbase Asset Management utilize Coinbase custody services and third parties as custodians.

A key risk mitigation measure we utilize is ensuring that wallet private keys are never stored in plaintext format in any location.

The cryptographic consensus of multiple human approvers is required to decrypt a private key for both hot and cold wallets.

No single individual can control or operate Coinbase’s wallet private keys.

To the extent a customer withdrawal requires movement of assets from a cold wallet, authority to release proceeds from the cold wallet resides with a geographically distributed team of professionals, all of whom are subject to enhanced background checks.

We perform internal audits of the private key management process and reconciliations between Coinbase wallets and third-party blockchain data.

Coinbase, Inc.

and CCTC, the two subsidiaries that custody the majority of crypto assets on platform, are also periodically examined by a variety of regulators, including the New York State Department of Financial Services (“NYDFS”) and various states in which such entities hold money transmission licenses.

In the event of an insurable loss of assets for which we file a claim, we may be expected to allow our insurance providers to inspect custodied assets in the course of their investigation of such claim.

We do not use third-party sub-custodians, where one custodian holds assets on behalf of another custodian, in connection with the storage of digital assets.

and CCTC, the two subsidiaries that custody the majority of crypto assets on platform, are periodically examined by regulators, including the

New York State Department of Financial Services (“NYDFS”) and various states in which such entities hold money transmission licenses.

In the event of an insurable loss of assets for which we file a claim, we may be expected to provide insurance claim investigators access to inspect the assets under custody and supporting systems.

We do not use third-party sub-custodians, where one custodian holds assets on behalf of another custodian, for the management and storage of digital assets.

In accordance with applicable state money transmitter laws, we hold U.S.

customers’ cash at FDIC-insured depository institutions, NCUSIF-insured credit unions, and in money market funds in accounts explicitly named to further demonstrate that we are

holding the funds as custodian.

customers’ USD cash at FDIC-insured depository institutions, NCUSIF-insured credit unions, and in money market funds in accounts explicitly named to further demonstrate that we are holding the funds as custodian.

We believe the terms of the relevant account agreements to be comparable to those offered to similar companies.

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Additionally, Coinbase is committed to providing a fair, transparent, and equitable experience across our suite of trading products.

Crypto assets and use cases are rapidly expanding and Coinbase seeks to offer our customers access to all assets and use cases where it is safe and legal to do so.

Crypto assets and use cases are rapidly expanding and Coinbase seeks to offer our customers secure access to all legal assets and use cases.

For example, we take a number of steps to mitigate conflicts in our digital asset listing process.

We have a digital asset support group that is composed of senior leaders from our product, legal, compliance, and finance departments.

The digital asset support group reviews the relevant aspects of any asset escalated to it in connection with a listing on our platform in accordance with our digital asset support policies and procedures that are designed to mitigate conflicts.

Only the digital asset support group decides which of these escalated assets we can and cannot list on our platform, and it does not coordinate such decisions with anyone outside of the committee.

We also have policies and procedures that require committee members to recuse themselves from asset listing decisions where a committee member may have a conflict of interest.

We review asset listing procedures with a group of senior leaders from across the company.

These leaders review the relevant aspects of any asset escalated to them in connection with a listing on our platform in accordance with our digital asset support policies and procedures.

We have seen an increase in the rate of assets created and increased demand for listings, and we continue to evaluate our processes to meet this increased demand.

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Moreover, we invest heavily in compliance tools.

For example, in addition to robust KYC and anti-money laundering programs, we employ an industry leading third-party trade surveillance software platform that helps us monitor and detect problematic trading activities on our platform, as further discussed below.

For example, in addition to robust know-your-customer (“KYC”) and anti-money laundering programs, we employ an industry leading third-party trade surveillance software platform that helps us monitor and detect problematic trading activities on our platform, as further discussed below.

We have also invested in a range of technologies that are designed to help identify and prevent harmful activity on our platform, including fraud or account takeovers.

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Additionally, we have procedures to process redemptions and withdrawals expeditiously, subject to the terms of applicable user agreements.

For additional information, see Risk Factors—Our failure to securely store and manage our and our customers’ fiat currencies and crypto assets could adversely impact our business, operating results, and financial condition and Risk Factors—Depositing and withdrawing crypto assets into and from our platforms involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely impact our business, operating results, and financial condition included in Part I, Item 1A of this Annual Report on Form 10-K.

For additional information, see Risk Factors—Our failure to securely store and manage our and our customers’ fiat currencies and crypto assets could adversely affect our business, operating results, and financial condition and Risk Factors—Depositing and withdrawing crypto assets into and from our platforms involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of this Annual Report on Form 10-K.

The crypto industry is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements.

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Our main competition falls into the following categories:

• traditional financial technology and brokerage firms that have entered the crypto asset market in recent years and offer overlapping features targeted at our customers;

• companies focused on the crypto asset market, some of whom adhere to local regulations and directly compete with our platform, and others who choose to operate outside of local rules and regulations or in jurisdictions with less stringent local rules and regulations and are potentially able to more quickly adapt to trends, support a greater number of crypto assets, and develop new crypto-based products and services due to a different standard of regulatory scrutiny;

• traditional financial services and financial technology companies.

This includes companies that offer crypto powered products, as well as companies that only offer traditional products, such as stocks.

With the expansion in our product offerings in 2025 to include stocks, prediction markets and more, our competitive set in this category has broadened;

• companies focused on the crypto asset market, some of whom adhere to local regulations and directly compete with our platform, and others that choose to operate outside of local rules and regulations or in jurisdictions with less stringent local rules and regulations and are potentially able to more quickly adapt to trends, support a greater number of crypto assets, and develop new crypto-based products and services due to a different standard of regulatory scrutiny;

• crypto-focused companies and traditional financial incumbents that offer point or siloed solutions specifically targeted at institutional customers;

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The competitive landscape varies significantly by geography, and many offerings are global in nature.

The traditional financial services and financial technology companies we compete against are largely U.S.

and European based and operate under the same evolving regulatory landscape that we do.

The traditional financial services and financial technology companies we compete against are largely U.S.- and European-based and operate under the same evolving regulatory landscape that we do.

However, we also face competition from companies, in particular those located outside the United States, who are subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions.

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As regulations and compliance requirements in the United States become clearer, we may face increased competition from U.S.-based companies.

Our ability to quickly and continuously innovate to support additional blockchains, provide products and services to our customers that are native to the cryptoeconomy, such as staking and governance, and launch additional products and services further separates us from our competition.

We differentiate ourselves from our competition first through our focus on building easy to use products, and second through investing in our trusted brand as a compliant and secure platform.

We also differentiate through rapid product innovation, and by building products that are onchain native, such as staking, access to decentralized exchanges, access to decentralized borrowing and lending markets and more.

See the section titled “ Risk Factors ” in Part I, Item 1A of this Annual Report on Form 10-K for a more comprehensive description of risks related to competition.

Human Capital

Powering the cryptoeconomy is no small task, and requires hiring, developing, and retaining the most talented individuals who are deeply passionate about our mission to increase economic freedom and who are excited to build new products and services.

Powering Coinbase is no small task, and requires hiring, developing, and retaining the most talented individuals who are deeply passionate about our mission to increase economic freedom and who are excited to build new products and services.

We work incredibly hard in pursuit of ambitious goals.

We signal who will thrive at Coinbase by being transparent about our culture on our website.

Our culture has and will continue to evolve but, at our core, we prioritize the following tenets:

We operate with the following tenets:

• Clear communication

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We continuously improve our people programs and practices.

We regularly monitor engagement through semi-annual pulse surveys to continuously optimize our culture, employee engagement, risk management, and productivity.

We regularly monitor engagement through pulse surveys to continuously optimize our culture, employee engagement, risk management, and productivity.

We invest in these surveys and associated action planning at the executive level, as we believe our people and culture are key drivers of business success.

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Government Regulation

We operate globally in a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations enacted by U.S.

federal, state, and local and foreign governments and regulatory authorities.

The breadth of laws, rules, and regulations we are subject to include financial services and banking, consumer protection, money transmission, stored value and prepaid access, electronic payments, payment services, securities, commodities, derivatives, and unclaimed property, as well as bespoke digital asset and cryptocurrency laws that have been promulgated in some jurisdictions.

These laws, rules, and regulations evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.

Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the cryptoeconomy, require us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that regulators may disagree with our conclusions.

We are not supervised by any federal banking agency, such as the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the Federal Reserve Board.

In addition, our trading platform is not an SEC-regulated national securities exchange or alternative trading system.

Globally, we are subject to strict legal and regulatory requirements relating to the detection and prevention of terrorist financing, money laundering, fraud, tax evasion, and other illicit activity, the regulation of competition, economic, and trade sanctions, privacy, cybersecurity, information security, and data protection.

These descriptions are not exhaustive, and these laws, regulations, and rules (and the interpretations thereof) frequently change and are increasing in number.

The laws and regulations to which we are subject, including those pertaining to digital assets and crypto assets, are rapidly evolving and increasing in scope.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business operations and future business plans.

Many of these laws and regulations continue to evolve through legislative and regulatory action and judicial interpretation, and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.

Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the products we offer, require us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that regulators may disagree with our conclusions.

Therefore, we monitor these areas closely and invest significant resources in our legal, compliance, product, and engineering teams to ensure our business practices evolve to help us comply with the current laws, regulations, and legal standards to which we are subject, as well as to plan and prepare for changes in interpretations thereof, as well as additional laws, regulations, and legal standards that are introduced in the future.

For additional information about government regulation applicable to our business, see the sections titled “ Risk Factors ” and “ Legal Proceedings ” in Part I, Item 1A and 3, respectively, of this Annual Report on Form 10-K.

Anti-money laundering and counter-terrorist financing

We are subject to various anti-money laundering and counter-terrorist financing laws, including the Bank Secrecy Act (the “BSA”) in the United States, and similar laws and regulations abroad.

In the United States, as a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”), we are required under the BSA to among other things, develop, implement, and maintain a risk-based anti-money laundering program, provide an anti-money laundering-related training program, report suspicious activities and transactions to FinCEN, comply with certain reporting and recordkeeping

requirements, and collect and maintain information about our customers.

In addition, the BSA requires us to comply with certain customer due diligence requirements as part of our anti-money laundering obligations, including developing risk-based policies, procedures, and internal controls reasonably designed to verify a customer’s identity.

Many states and other countries impose similar and, in some cases, more stringent requirements related to anti-money laundering and counter-terrorist financing.

Many states and other countries impose similar and, in some

cases, more stringent requirements related to anti-money laundering and counter-terrorist financing.

Our compliance program is designed to prevent and detect instances of money laundering, terrorist financing, and other illicit activity on our platform.

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In addition, we have obtained a BitLicense from NYDFS and a Virtual Currency Business License from Louisiana.

As a licensed money transmitter and an entity subject to the BitLicense regulatory regime, we are subject to, among other things, the BSA, restrictions, and requirements with respect to the investment of customer funds and use and safeguarding of customer funds and crypto assets, and bonding, minimum capital and net worth requirements, prudential compliance obligations associated with customer notice and disclosure, reporting and recordkeeping requirements applicable to the company, as well as requirements relating to the screening of control

persons and inspection and examination by state regulatory agencies.

These state licensing laws also cover matters such as regulatory approval of controlling stockholders, directors, and senior management of the licensed entity.

Outside the United States, we have obtained licenses to provide crypto-asset custody and trading from the German Federal Financial Supervisory Authority (BaFin).

These state licensing laws also cover matters such as regulatory approval of controlling shareholders, directors, and senior management of the licensed entity.

Outside the United States, we have obtained a number of licenses to provide crypto-asset custody and trading services.

In Singapore, we hold a major payment institution license issued by the Monetary Authority of Singapore.

In Australia, we are registered as a digital currency exchange provider with the Australian Transaction Reports and Analysis Centre.

We are also registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada, and we have registered as a Restricted Dealer by the Canadian Securities Administrators, with the Ontario Securities Commission as its Principal Regulator.

In Bermuda, we have obtained a ‘Class ‘F’ (Full) Digital Asset Business License from the BMA enabling us to service consumer trading in numerous approved jurisdictions.

In addition, we have obtained Virtual Asset Service Provider registrations in Argentina, Ireland, Spain, France, Italy, the Netherlands, and the United Kingdom through which we offer crypto custody and trading services in these countries.

We are also registered as a Reporting Entity with the Financial Intelligence Unit of India and as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada;

we have also registered as a Restricted Dealer by the Canadian Securities Administrators, with the Ontario Securities Commission as its Principal Regulator.

In Bermuda, we have obtained a ‘Class ‘F’ (Full) Digital Asset Business License from the Bermuda Monetary Authority enabling us to service consumer trading in numerous approved jurisdictions.

In addition, we have obtained Virtual Asset Service Provider registrations in Argentina and the United Kingdom through which we offer crypto custody and trading services in these countries, as well as a MiCA license in Luxembourg to offer crypto custody and trading services across the European Economic Area (“EEA”).

Additionally, Deribit has a conditional Virtual Asset Service Provider license issued by the Virtual Asset Regulatory Authority of Dubai.

Under these licenses and registrations, we are subject to a broad range of rules and regulations including in respect of anti-money laundering, safeguarding of customer assets and funds, regulatory capital requirements, fit and proper management, operational controls, corporate governance, customer disclosures, reporting, and record keeping.

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NYDFS regulations impose various compliance requirements including, without limitation, operational limitations related to the nature of crypto assets we can hold under custody, capital requirements, BSA and anti-money laundering program requirements, affiliate transaction limitations, and notice and reporting requirements.

Economic and trade sanctions

We are required to comply with economic and trade sanctions administered by the United States, the European Union (“E.U.”), relevant E.U.

member states, and other jurisdictions in which we operate.

Economic and trade sanctions programs administered by OFAC and by certain foreign jurisdictions prohibit or restrict transactions to or from (or dealings with or involving) certain countries, regions, governments, and in certain circumstances, specified individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations, as well as certain digital currency addresses.

In recent years, the SEC and U.S.

In recent years, the Securities and Exchange Commission (the “SEC”) and U.S.

state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S.

federal and state securities laws, and in the case of the SEC, has made public statements on this topic—however, these statements are not binding or definitive guidance.

A number of enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets.

A number of enforcement actions and regulatory proceedings have since been initiated and concluded against digital assets and digital asset products, as well as against trading platforms that support digital assets and digital asset products.

The SEC has characterized a number of crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions, including an enforcement action brought against us.

The SEC has stated more recently that a crypto asset itself is not a security, but there is uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain

crypto asset transactions could be deemed securities.

On February 28, 2025, we, Coinbase, Inc.

and the SEC jointly stipulated to dismissal of SEC v.

Coinbase, Inc.

with prejudice.

The case is now concluded.

The SEC has stated more recently that a crypto asset itself is not a security, but there is uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities.

Several foreign governments have also issued similar warnings cautioning that digital assets may be deemed to be securities or other similarly regulated financial instruments under the laws of their jurisdictions.

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federal and applicable international securities laws.

Our subsidiary, Coinbase Capital Markets Corporation, operates as a SEC-registered broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”), and in December 2025, began offering equities trading to individual U.S.

customers as an introducing broker in partnership with a carrying broker.

Commodities and derivatives

The Commodity Futures Trading Commission (“CFTC”) has stated, and CFTC enforcement actions have confirmed, that at least some crypto assets, including Bitcoin and Ethereum, fall within the definition of a “commodity” under the U.S.

The Commodity Futures Trading Commission (“CFTC”) has stated, and CFTC enforcement actions have confirmed, that many crypto assets, including Bitcoin and Ethereum, fall within the definition of a “commodity” under the U.S.

Commodities Exchange Act of 1936 (the “CEA”).

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In general, we seek to ensure that crypto asset transactions on our crypto asset trading platform do not constitute futures, swaps, security-based swaps, other derivative products, or retail leveraged commodity transactions.

In August 2023, our subsidiary, Coinbase Financial Markets, Inc.

secured regulatory approval from the National Futures Association to operate as a futures commission merchant (“FCM”), in September 2023, Coinbase International Exchange secured regulatory approval from the BMA to enable perpetual futures for eligible non-U.S.

Our subsidiary, Coinbase Financial Markets, Inc.

(“CFM”) operates as a futures commission merchant (“FCM”) and in December 2025, began offering event contracts.

In September 2023, Coinbase International Exchange secured regulatory approval from the Bermuda Monetary Authority to enable perpetual futures for eligible non-U.S.

customers, and in February 2022, we acquired LMX Labs, LLC, a designated contract market (“DCM”) regulated by the CFTC which now operates as the Coinbase Derivatives Exchange, in connection with our acquisition of FairXchange, Inc.

FCMs and DCMs are subject to the rules of the National Futures Association as well as numerous regulatory requirements, including strict capital requirements.

Prohibitions on bribery and anti-corruption

We are subject to regulations imposed by the FCPA in the United States and similar laws in other countries, such as the Bribery Act 2010 in the United Kingdom (the “Bribery Act”), which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business.

Our subsidiary, Coinbase Financial Services Europe Ltd is licensed as a derivatives broker under Markets in Financial Instruments Directive, subject to the supervision of the Cyprus Securities and Exchange Commission to offer derivatives products to eligible customers in the European Union.

Deribit FZE operates a derivatives exchange under the supervision of the Virtual Asset Regulatory Authority of Dubai.

While many of our products are offered under the authority of the CFTC, state laws and regulations may create conflicting obligations or constraints on our business.

We may become subject to regulatory scrutiny or legal challenge with respect to our compliance with these requirements.

Anti-corruption, economic and trade sanctions and export controls

We are subject to anti-corruption and economic and trade sanctions laws and regulations in the United States and other jurisdictions in which we operate.

Anti-corruption laws, such as the Foreign Corrupt Practices Act in the United States and the Bribery Act 2010 in the United Kingdom (the “Bribery Act”), generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage.

Some of these laws, such as the Bribery Act, also prohibit improper payments between private entities and persons.

Economic and trade sanctions programs that are administered by the U.S.

Department of the Treasury’s OFAC and equivalent applicable foreign authorities prohibit or restrict transactions to or from, or dealings with or involving, certain countries, regions, governments, and in certain circumstances, specified individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations, as well as certain digital currency addresses owned by the foregoing.

We are also required to comply with export control laws and regulations administered by the United States and other applicable jurisdictions, including those administered by the U.S.

Department of Commerce’s Bureau of Industry and Security.

We have implemented compliance programs and controls designed to comply with the laws and regulations to which we are subject.

Privacy and protection of user data

We are subject to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer of personally identifiable information about our customers and employees in the countries where we operate.

employees in the countries where we operate.

Our business relies on the processing of personal data in many jurisdictions and the movement of data across national borders.

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federal, state, and local and foreign regulatory agencies regulate financial products, including money transfer services related to remittance or peer-to-peer transfers.

These agencies, as well as certain other governmental bodies, including state attorneys general, have broad consumer protection

mandates and discretion in enforcing consumer protection laws, including matters related to unfair or deceptive, and, in the case of the CFPB, abusive acts or practices (“UDAAPs”), and they promulgate, interpret, and enforce rules and regulations that affect our business.

These agencies, as well as certain other governmental bodies, including state attorneys general, have broad consumer protection mandates and discretion in enforcing consumer protection laws, including matters related to unfair or deceptive, and, in the case of the CFPB, abusive acts or practices (“UDAAPs”), and they promulgate, interpret, and enforce rules and regulations that affect our business.

The CFPB has enforcement authority to prevent an entity that offers or provides consumer financial services or products in the United States from committing or engaging in UDAAPs or violating other federal consumer financial laws, including the ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearings and adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions;

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We originate secured commercial loans in certain states in the United States.

As a result, our lending activities are subject to various state lending laws and licensure requirements with respect to lending activities within such state.

As a result, our lending activities are subject to various state lending laws and licensure requirements with respect to lending activities within such states.

These state lending laws may be enforced by state attorneys general, state financial regulators, and private litigants, among others.

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As a result, the fees that we collect in certain jurisdictions may become the subject of regulatory challenge.

Legal requirements for prepaid cards

Prepaid cards, card association and payment network rules

Prepaid card programs are subject to various federal and state laws and regulations, including consumer financial protection regulations such as the CFPB’s Regulation E, which imposes requirements on issuers of prepaid cards.

The laws and regulations impose compliance obligations and costs on our business, and failure to comply could result in litigation, enforcement actions, and penalties.

Card association and payment network rules

In addition to the federal and state laws and regulations governing prepaid cards, we, as well as the bank that issues our Coinbase Card, are subject to and required to comply with card association and payment network rules and guidelines which apply to prepaid cards.

In addition to the federal and state laws and regulations governing prepaid cards, we, as well as the banks that issue our Coinbase Card and Coinbase One Credit Card, are subject to and required to comply with card association and payment network rules and guidelines which apply to prepaid cards.

The card association and payment network rules govern a variety of areas, including how consumers and merchants may use their cards and data security, and may be changed periodically.

Noncompliance with these rules could result in fines or penalties levied by the card association or payment network for certain acts or omissions, or the termination of our ability to offer prepaid cards.

Association and network rules

The bylaws and agreements between clearing house participants and bankcard companies impose specific responsibilities and liabilities for issuers of debit cards.

We, as well as the bank that issues our Coinbase Card, are required to comply with the appropriate National Automated Clearing House Association (“NACHA”), bylaws, operating rules, and agreements, as well as card network rules and guidelines.

The laws, rules and regulations impose compliance obligations and costs on our business, and failure to comply could result in litigation, enforcement actions, penalties, or the termination of our ability to offer prepaid cards.

Furthermore, the bylaws and agreements between clearing house participants, payment networks, and credit and debit card issuers impose specific responsibilities and liabilities for issuers of debit and credit cards and the brands that partner with such issuers.

We, as well as the banks that issue our Coinbase Card (debit) and our Coinbase One Credit Card (credit), are required to comply with the appropriate National Automated Clearing House Association (“NACHA”), bylaws, operating rules, and agreements, as well as card network rules and guidelines, each as applicable.

Additional new products and services that we offer may also impose additional obligations on us to comply with NACHA and card network obligations related to preventing fraud, money laundering, and IT security breaches.

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became a wholly-owned subsidiary of Coinbase Global, Inc.

In December 2025, Coinbase Global, Inc.

converted to a Texas corporation.

Coinbase Global, Inc.’s principal assets are its interests in the equity of Coinbase, Inc.

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We also make available on our website at www.coinbase.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We use our Investor Relations website (investor.coinbase.com), our blog (blog.coinbase.com), press releases, public conference calls and webcasts, our X feed (@coinbase), Brian Armstrong’s X feed (@brian_armstrong), our LinkedIn page, and our YouTube channel as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

public information and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business