What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 234 added, 354 removed, 255 unchanged (70% of the section changed)

3 unchanged sentences

Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K .

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc.

and its c onsolidated subsidiaries.

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “ou r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc.

and its consolidated subsidiaries.

For all narrative provided in this Item 7, two numbers presented consecutively represent figures for the year ended December 31, 2025 as compared to the year ended December 31, 2024, respectively, unless otherwise noted.

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This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Annual Report on Form 10-K.

During 2024, we made progress against our goals of driving revenue growth, crypto utility, and regulatory clarity.

We advanced the crypto economy by deepening institutional adoption, scaling international growth, and expanding real-world utility.

Our investments in core products like derivatives and Coinbase One, as well as our focus on global expansion drove revenue growth, while innovations such as USDC rewards showcased the power of onchain finance.

During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally.

We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S.

perpetual-style futures.

Stablecoin adoption is accelerating.

USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products.

We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card.

For the year ended December 31, 2025, our net revenue was $6.9 billion, including $4.1 billion in transaction revenue and $2.8 billion in subscription and services revenue.

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For the year ended December 31, 2024, our net income was $2.6 billion and Adjusted EBITDA was $3.3 billion.

For 2025, we believe that we are well-positioned to drive revenue growth across all macroeconomic environments, and we remain committed to advancing regulatory clarity.

Despite multiple Federal Funds Rate decreases in late 2024, future interest rate decreases are not certain.

If they continue, they may materially impact our subscription and services and other revenue.

For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments.

We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside.

Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain.

If interest rates continue to decline, they may materially impact our subscription and services and other revenue.

We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses.

In the first quarter of 2025, we expect technology and development and general and administrative expenses to grow modestly as compared to the fourth quarter of 2024, primarily due to headcount growth and variable infrastructure and customer support expenses.

Additionally, we expect sales and marketing expenses to grow, as compared to the fourth quarter of 2024, primarily due to expected higher USDC rewards expense and variable non-brand marketing spend.

In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025.

Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities.

Key Business Metrics

In addition to the measures presented in our Consolidated Financial Statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

Year Ended December 31,

Year Ended December 31, Change

MTUs (1) (in millions)

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Net income (in millions)

$ 2,579 $ 95 nm

$ 1,260 $ 2,579 (51)

Adjusted EBITDA (4) (in millions)

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_____________

nm - not meaningful

(1) Represents the annual average MTUs, calculated as the average of quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter.

Quarterly MTUs for the fourth quarter of 2024 and 2023, were 9.7 million and 7.0 million, respectively.

(2) Represents Assets on Platform at December 31.

(3) In the first quarter of 2024, we revised our definition of Adjusted EBITDA and recast the prior period for comparability .

S ee the section titled “ Non-GAAP Financial Measure ” below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

(2) Represents Assets on Platform as of December 31.

(3) Represents the total U.S.

Dollar equivalent of Spot Trading Volume transacted through our platform.

During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue.

Prior period amounts have been recast to conform to the current period’s definition.

(4) S ee Non-GAAP Financial Measure below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Monthly Transacting Users

We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement.

MTUs engage in transactions that generate both transaction revenue and subscription and services revenue.

MTUs engage in transactions that generate transaction revenue or subscription and services revenue.

Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards.

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MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior.

MTUs increased for the year ended December 31, 2024 as compared to 2023, primarily due to a 1.3 million increase in trading users, influenced by overall crypto market sentiment and activity and higher average crypto asset prices.

Additionally, we saw growth in users participating in our USDC rewards programs, offset in part by a decrease in staking only users as a result of updates we made to our staking service.

MTUs increased for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in users participating in rewards programs, by holding USDC or staking their assets, influenced by deeper integration of USDC across our products and expanded staking services.

Assets on Platform

As a result of our decision to adopt SAB 122 as of December 31, 2024 on a retrospective basis, we will include an Assets on Platform (“AOP”) key business metric going forward to expand upon the details of the assets we are obligated to securely store.

We define AOP as the total United States (“U.S.”) dollar equivalent value of USDC and crypto assets held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement.

Prior to SAB 122 adoption, SAB 121 safeguarding amounts included assets for which customers held full or partial keys.

As customers are in control of those assets, we exclude them from our definition of AOP.

AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the cryptoeconomy.

AOP also represents our monetization opportunity for subscription products and services, including from the adoption and use of USDC, staking, custody, Prime Financing, and Coinbase One.

AOP generate fees that are recorded as subscription and services revenue when customers engage with these products and services.

For additional information on the adoption of SAB 122, see Note 2.

Summary of Significant Accounting Policies—Change in accounting principle , of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The following table sets forth the value of AOP by asset (in thousands, except percentages):

We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement.

AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy.

AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services.

The following table sets forth the value of AOP by asset (in millions, except percentages):

December 31, Change

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Ethereum 56,229 54,209 4

XRP 17,233 16,501 4

Solana 13,319 21,298 (37)

Other crypto assets (1)

87,058,643 46,303,676 88 %

USDC 9,261 6,091 52

Other crypto assets and payment stablecoins (1)

27,284 70,557 (61)

Total $ 376,129 $ 404,034 (7)

__________________

(1) Includes various other crypto asset balances, none of which individually represented more than 5% of total AOP.

AOP at December 31, 2024 increased as compared to December 31, 2023, primarily due to an increase in crypto asset prices, driven by broader crypto market sentiment and activity.

Additionally, the growth in USDC balances is primarily attributable to the USDC rewards program, combined with deeper integration of USDC across our products.

(1) Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP.

AOP at December 31, 2025 decreased as compared to December 31, 2024, primarily reflecting a $77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin.

Trading Volume

We define Trading Volume as the total U.S.

dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement.

Trading Volume does not include derivatives volume on our platform or trades executed on third-party venues.

dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement.

Trading Volume does not include volume from other trading products, such as derivatives, equities, or event contracts, but may in the future as those become more material.

Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed.

As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the cryptoeconomy.

Institutional customers incur lower fees per transaction than consumer customers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume.

Generally, Trading Volume on our platform is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume.

In periods of high crypto asset prices and crypto asset volatility, we have experienced correspondingly high levels of Trading Volume on our platform.

As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the onchain economy.

Institutions incur lower fees per transaction than consumers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume.

Within consumer, Advanced traders incur lower fees per transaction than Simple traders, and therefore a shift in the mix of trading between these consumers impacts transaction revenue.

Generally, Trading Volume is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume.

In periods of high crypto asset prices and crypto asset volatility, we have generally experienced correspondingly high levels of Trading Volume.

In recent quarters, we have also seen market events, product announcements, paid incentives, and competition as influential factors.

Trading activity generally directly impacts transaction revenue.

However, during periods when new products or markets are being introduced or entered, associated trading volume may not directly impact revenue within the same period, or may impact it indirectly.

Year Ended December 31, Change

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Bitcoin 29 % 33 % (12)

USDT 6 12 (50)

Other crypto assets (2)

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(1) USDT is a stablecoin issued by Tether Operations Limited.

(2) No crypto assets other than those shown in this table individually represented more than 10% of our Trading Volume.

For the year ended December 31, 2024 as compared to 2023, Trading Volume increased reflecting an increase in both the total market and our market share in the U.S., where our business is concentrated:

• Total market — Crypto Asset Volatility 1 increased 37% and average total crypto market capitalization increased 103%.

These two macro inputs have historically been highly correlated with Trading Volume and are typically influenced by overall crypto market sentiment, activity in the crypto market, and changes in average crypto asset prices;

• Market share — Trading Volume growth outpaced the 105% growth in overall U.S.

spot market trading volume, as we were able to capture a larger portion of the trading activity due to our competitive position and product strategy.

1 Crypto Asset Volatility represents our internal measure of crypto asset volatility in the market relative to prior periods.

The volatility is based on intraday returns of a volume-weighted basket of all assets listed on our trading platform.

These returns are used to compute the basket’s intraday volatility which is then scaled to a daily window.

These daily volatility values are then averaged over the applicable time period as needed.

(1) During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue.

Prior period amounts have been recast to conform to the current period’s definition.

(2) Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume.

For the year ended December 31, 2025 as compared to 2024, Trading Volume increased primarily reflecting an increase of 9% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges), offset in part by a decrease of $101.0 billion attributed to a decline in our share of stablecoin pair market volume driven by an intentional pricing change made in March of 2025 as we evolved our stablecoin strategy.

Results of Operations

The following table presents the Consolidated Statements of Operations (in thousands), as well as each component as a percentage of total revenue:

Year Ended December 31,

Net revenue $ 6,293,246 96 $ 2,926,540 94

Other revenue 270,782 4 181,843 6

Total revenue 6,564,028 100 3,108,383 100

Operating expenses:

Transaction expense 897,707 14 420,705 14

Technology and development 1,468,252 22 1,324,541 43

Sales and marketing 654,444 10 332,312 11

General and administrative 1,300,257 20 1,074,308 35

Gains on crypto assets held for operations, net (71,725) (1) — —

Crypto asset impairment, net — — (34,675) (1)

Restructuring — — 142,594 5

Other operating expense, net 7,933 — 10,260 —

Total operating expenses 4,256,868 65 3,270,045 105

Operating income (loss) 2,307,160 35 (161,662) (5)

Interest expense 80,645 1 82,766 3

Gains on crypto assets held for investment, net (687,055) (10) — —

Other income, net

(29,074) — (167,583) (5)

Income (loss) before income taxes 2,942,644 45 (76,845) (2)

Provision for (benefit from) income taxes 363,578 6 (171,716) (6)

$ 2,579,066 39 $ 94,871 3

__________________

(1) Figures presented above may not sum precisely due to rounding.

For information on what is included in each of the line items in our Consolidated Statements of Operations, including the associated business drivers and accounting, please see Part I, Item 1.

Business and Note 2.

Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements in Part II, Item 8.

of this Annual Report on Form 10-K, and management’s discussion of the results of operations below.

Comparison of the years ended December 31, 2025 and 2024

For the years ended December 31, 2024 and 2023 we generated 83% and 88%, respectively, of total revenue in the U.S.

No other country accounted for more than 10% of total revenue during the years presented.

International revenue comprised mainly transaction revenue in both years presented.

For the years ended December 31, 2025 and 2024 we generated 84% and 83%, respectively, of total revenue in the U.S., with no other country contributing over 10%.

International revenue comprised mainly transaction revenue.

Transaction revenue

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Consumer, net $ 3,322,835 $ 3,430,322 $ (107,487) (3)

$ 3,430,322 $ 1,334,018 $ 2,096,304 157

Institutional, net 479,667 345,598 134,069 39

Other transaction revenue, net 252,888 210,193 42,695 20

210,193 95,472 114,721 120

Total transaction revenue $ 4,055,390 $ 3,986,113 $ 69,277 2

__________________

(1) Prior period amounts were reclassified to conform to current period presentation.

Revenue of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Transaction revenue increased for the year ended December 31, 2024 as compared to 2023, due to:

• an increase in consumer transaction revenue of $2.6 billion due to a 195% increase in consumer Trading Volume.

This increase was offset in part by a decrease of $482.5 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple to Advanced trading;

• an increase in institutional transaction revenue of $139.1 million primarily due to a 139% increase in institutional Trading Volume, as well as growth in revenue from derivatives trading on our international exchange, which was launched in the second quarter of 2023;

• an increase in other transaction revenue of $77.8 million from transactions on Base, which was launched in the third quarter of 2023, as well as higher revenue from instant transfer withdrawals.

The percentage of transaction revenue from trading on our platform broken down by crypto asset was as follows:

% of net revenue 59 63

Transaction revenue increased for the year ended December 31, 2025 as compared to 2024, primarily reflecting:

• a decrease in consumer transaction revenue driven by:

◦ a decrease of $384.4 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple users to Advanced and Coinbase One users who pay lower average fees;

offset in part by

◦ an increase of $277.0 million attributed to a 7% increase in consumer Trading Volume;

• an increase in institutional transaction revenue driven by an increase of $152.0 million attributed to derivatives trading, due mainly to the acquisition of Deribit.

There were no material changes to note within other transaction revenue.

The percentage of transaction revenue from spot trading on our platform by crypto asset was as follows:

Year Ended December 31, Change

30 % 35 % (14)

Bitcoin 27 % 30 % (10)

Other crypto assets (1)

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(1) No other crypto asset individually represented more than 10% of the total.

(1) Includes various other crypto assets, none of which individually represented more than 10% of our total transaction revenue from spot trading on our platform.

Subscription and services revenue

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Interest and finance fee income 247,047 265,799 (18,752) (7)

265,799 186,685 79,114 42

Custodial fee revenue 141,706 69,501 72,205 104

Other subscription and services revenue 554,775 425,113 129,662 31

283,407 125,568 157,839 126

Total subscription and services revenue $ 2,828,048 $ 2,307,133 $ 520,915 23

__________________

(1) Prior period amounts were reclassified to conform to current period presentation.

Revenue of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Subscription and services revenue increased for the year ended December 31, 2024 as compared to 2023, due to:

• an increase in stablecoin revenue of $138.3 million primarily due to higher average customer USDC assets on platform and corporate balances, and $104.7 million attributable to an increase in overall USDC market capitalization, partially offset by increased expenses that are deducted prior to allocation of income from the arrangement with Circle;

• an increase of $350.5 million in blockchain rewards primarily due to higher average prices for Solana and Ethereum, as well as higher native units staked driving growth in both U.S.

and international revenue, partially offset by a $62.3 million decrease attributable to changes in reward rates, primarily for Ethereum and Solana;

• an increase in interest and finance fee income primarily reflecting growth of $43.8 million in finance fees driven by higher average volumes of Prime Financing loan receivables, and growth of $25.0 million in interest income attributable to higher average customer custodial cash and cash equivalents balances;

• an increase in custodial fee revenue reflecting growth in average crypto assets and USDC under custody of $81.5 billion primarily driven by higher crypto asset prices, mainly Bitcoin, Solana, and Ethereum;

• an increase in other subscription and services revenue primarily due to growth of $87.9 million in Coinbase One revenue, as the number of paid subscribers grew driven by positive market conditions and improvements to our product offerings, and an increase in revenue from expanding supported assets on our developer products.

% of net revenue 41 37

Subscription and services revenue increased for the year ended December 31, 2025 as compared to 2024, reflecting:

• increases in stablecoin revenue of:

◦ $417.7 million due to higher average USDC balances held in Coinbase products 1 ;

◦ $314.1 million due to higher average USDC off-platform balances;

offset in part by

◦ a decrease of $290.8 million due to lower average interest rates, which declined 89 basis points;

• an increase in other subscription and services revenue, primarily due to a higher number of Coinbase One paid subscribers.

There were no material changes to note within blockchain rewards or interest and finance fee income.

Other revenue

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Total other revenue $ 297,887 $ 270,782 $ 27,105 10

Other revenue increased for the year ended December 31, 2024 as compared to 2023, primarily due to higher average cash and cash equivalents balances.

1 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products.

Other revenue increased for the year ended December 31, 2025 as compared to 2024, largely reflecting an increase of $85.3 million due to higher average cash and cash equivalents balances, offset by lower average interest rates earned on these balances, which declined 89 basis points.

Operating expenses

Certain prior period amounts have been reclassified to conform to current period presentation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Transaction expense

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Blockchain rewards fees $ 427,506 $ 455,946 $ (28,440) (6)

Payment processing and account verification 150,897 76,795 74,102 96

Transaction rebates and commissions 221,471 122,372 99,099 81

122,372 6,876 115,496 nm

Payment processing and account verification 194,587 150,897 43,690 29

Transaction reversal losses 132,671 79,639 53,032 67

Blockchain transaction fees 80,926 55,467 25,459 46

Other 7,927 215 7,712 nm

Other 43,995 88,853 (44,858) (50)

Total transaction expense $ 1,020,230 $ 897,707 $ 122,523 14

__________________

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Transaction expense increased for the year ended December 31, 2024 as compared to 2023, due to:

• higher blockchain rewards fees, which rose generally in line with blockchain rewards revenue;

• an increase in payment processing fees of $56.4 million, reflecting Trading Volume growth of 148%, offset in part by savings from reduced fees at higher volumes;

• higher transaction rebates and commissions, driven primarily by rebates earned by institutional customers providing liquidity on our international exchange, driven by growth in volume.

There were no material changes to note within transaction reversal losses, blockchain transaction fees, or other.

Transaction expense as a percentage of total revenue will vary depending on the composition of the Company’s total revenue, as certain revenue streams incur little or no transaction costs while others have associated expenses.

For example, if interest income and stablecoin revenue increase as a percentage of total revenue, transaction expenses as a percentage of total revenue will decrease as there are no transaction expenses directly attributed to these revenues.

Conversely, if blockchain rewards increase as a percentage of total revenue, transaction expenses as a percentage of total revenue will increase since the majority of blockchain rewards revenue is distributed to the customer.

There was no change in overall transaction expense as a percentage of total revenue when comparing the periods presented.

% of net revenue 15 14

Transaction expense increased for the year ended December 31, 2025 as compared to 2024, reflecting:

• higher transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, driven by growth in volume;

• an increase in transaction reversal losses primarily driven by higher transaction volume;

offset in part by

• a decrease in blockchain transaction fees within other, primarily due to lower average Ethereum gas fees.

There were no material changes to note within blockchain rewards fees or payment processing and account verification.

Technology and development

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2025 2024 $ %

Personnel-related $ 1,038,154 $ 936,881 $ 101,273 11

Employee-related $ 1,052,597 $ 1,036,656 $ 15,941 2

Website hosting and infrastructure 322,125 228,392 93,733 41

Amortization, depreciation, and impairment 157,067 122,595 34,472 28

122,595 131,611 (9,016) (7)

Other 138,816 80,609 58,207 72

Total technology and development $ 1,670,605 $ 1,468,252 $ 202,353 14

Technology and development expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

• an increase in personnel-related expenses primarily reflecting higher stock-based compensation expense of $104.1 million as a result of the 2023 annual employee equity awards being granted at a lower stock price as compared to the 2024 annual employee equity awards, offset in part by the roll-off of non-recurring multi-year stock-based compensation awards.

Further, personnel-related expenses increased $42.6 million due to higher average headcount;

• higher website hosting and infrastructure expenses driven by increased activity on our platform.

% of net revenue 24 23

Technology and development expenses increased for the year ended December 31, 2025 as compared to 2024, reflecting:

• changes in employee-related expenses driven by higher average headcount supporting international expansion and new product initiatives, offset in part by lower stock-based compensation expense (see Note 16.

Stock-Based Compensation of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details) primarily associated with non-recurring awards;

• an increase in website hosting and infrastructure expenses driven by initiatives to increase capacity and scalability to support activity on our platform.

There were no material changes to note within amortization, depreciation, and impairment, or other.

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2025 2024 $ %

Marketing programs $ 247,087 $ 134,018 $ 113,069 84

USDC rewards $ 441,347 $ 224,255 217,092 97

Personnel-related 151,054 143,762 7,292 5

Marketing programs 402,555 247,087 155,468 63

Employee-related 136,229 151,036 (14,807) (10)

Other 78,446 32,066 46,380 145

Total sales and marketing $ 1,058,577 $ 654,444 $ 404,133 62

Sales and marketing expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

• an increase in marketing programs expenses primarily due to $75.4 million higher digital advertising spend, and an increase in customer referral and other promotional initiatives;

• an increase in USDC rewards payouts of $112.4 million due to higher reward rates offered to customers in an effort to enhance customer acquisition, retention, and platform engagement, with the remainder primarily due to growth in average customer USDC assets on platform.

There were no material changes to note within personnel-related or other.

% of net revenue 15 10

Sales and marketing expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:

• an increase in USDC rewards primarily reflecting growth in average customer USDC balances held in Coinbase products 2 as we continue to integrate USDC across our products;

• an increase in marketing program expenses largely due to higher digital advertising and brand spend, including corporate sponsorships and go-to-market efforts.

There were no material changes to note within employee-related or other.

General and administrative

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2025 2024 $ %

Personnel-related

$ 608,786 $ 571,083 $ 37,703 7

Employee-related $ 664,761 $ 606,554 $ 58,207 10

Professional services 292,599 202,956 89,643 44

3 unchanged sentences

Total general and administrative $ 1,619,642 $ 1,300,257 $ 319,385 25

% of net revenue 24 21

____________________________________

(1) Excludes personnel-related and professional services expenses.

General and administrative expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

• an increase in personnel-related expenses largely driven by increased stock-based compensation expense as a result of the 2023 annual employee equity awards being granted at a lower stock price as compared to the 2024 annual employee equity rewards;

• higher professional services expenses driven by an increase of $30.0 million in legal advisory services, offset in part by lower business consulting expenses;

• an increase in customer support costs as a result of increased capacity needs.

Our capacity needs typically increase in periods following higher Trading Volumes;

• an increase in other, largely reflecting:

▪ an additional $33.3 million in policy spend as we increased our crypto advocacy efforts;

▪ an increase of $31.0 million in taxes, licenses, and fees primarily due to higher indirect taxes directly associated with the growth in revenue and the application of certain indirect tax rules;

▪ an increase in legal costs of $23.4 million due to higher spend;

offset in part by

▪ lower lease costs, as we recognized a one-time lease termination fee of $25.0 million during the year ended December 31, 2023 related to the closure of our San Francisco office space.

▪ The remaining variance in other was due to increases across various expenses, with no material changes to note.

Gains on crypto assets held for operations, net

(1) Excludes employee-related and professional services expenses.

General and administrative expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:

• an increase in employee-related expenses primarily due to higher average headcount;

• an increase in professional services due to increased use of legal advisory services, including those relating to business combinations and strategic investments;

• an increase in customer support costs as a result of increased capacity needs and enhancement of our customer service function.

There were no material changes to note within other.

2 Comprises USDC held on behalf of customers in eligible Coinbase products.

Losses (gains) on crypto assets held for operations, net

Year Ended December 31, Change

1 unchanged sentence

2025 2024 $ %

Gains on crypto assets held for operations, net $ (71,725) $ — $ (71,725) nm

_____________

nm - not meaningful

Gains on crypto assets held for operations, net during the year ended December 31, 2024 resulted primarily from flows of crypto assets held for operations during a period of rising crypto asset prices.

Though gross inflows and outflows of these assets were each $1.5 billion in 2024, gains on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.

Crypto asset impairment, net

During the year ended December 31, 2023, crypto asset impairment, net reflected a $34.7 million expense, driven by gross crypto asset impairments resulting from challenging crypto market conditions, followed by expense recoveries as we sold previously impaired assets at recovered prices.

Beginning January 2024, we adopted ASU 2023-08, and as a result no longer record crypto asset impairments.

Restructuring

Restructuring expense was $142.6 million for the year ended December 31, 2023, comprising separation pay, stock-based compensation expense, and other personnel costs related to the workforce reduction in January 2023.

There were no restructuring expenses for the year ended December 31, 2024.

Losses (gains) on crypto assets held for operations, net $ 20,704 $ (71,725) $ 92,429 (129)

Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices, particularly in the fourth quarter of 2025.

Though both gross inflows and outflows of these assets were approximately $1.6 billion and $1.5 billion during the years ended December 31, 2025 and 2024, respectively, gains and losses on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.

Other operating expense, net

2 unchanged sentences

2025 2024 $ %

Platform-related incidents $ 28,070 $ 15,717 $ 12,353 79

Platform-related incidents $ 345,210 $ 28,070 $ 317,140 nm

Other 10,916 (20,137) 31,053 (154)

Total other operating expense, net

$ 356,126 $ 7,933 $ 348,193 nm

__________________

There were no material changes to note within Other operating expense, net.

nm - not meaningful

Other operating expense, net increased for the year ended December 31, 2025 as compared to 2024, primarily due to losses directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs.

There were no other material changes to note within other.

Interest expense

4 unchanged sentences

There were no material changes to note within interest expense.

Gains on crypto assets held for investment, net

Losses (gains) on crypto assets held for investment, net

Year Ended December 31, Change

1 unchanged sentence

2025 2024 $ %

Gains on crypto assets held for investment, net $ (687,055) $ — $ (687,055) nm

__________________

nm - not meaningful

Gains on crypto assets held for investment, net during the year ended December 31, 2024 were primarily due to remeasurement of the fair value of crypto assets held, mainly reflecting increases in the prices of Bitcoin and Ethereum.

Losses (gains) on crypto assets held for investment, net $ 528,857 $ (687,055) $ 1,215,912 (177)

Changes in losses (gains) on crypto assets held for investment, net resulted primarily from fair value remeasurement, particularly in the fourth quarter of 2025, of these assets, mainly Bitcoin and Ethereum.

The impact of these changes in fair value expanded beginning late in the first quarter of 2025, as we have actively increased our investment in Bitcoin since then.

Other income, net

2 unchanged sentences

2025 2024 $ %

Losses (gains) on strategic investments, net $ 11,553 $ (24,368) $ 35,921 (147)

Gain on extinguishment of long-term debt, net — (117,383) 117,383 nm

(Gains) losses on investments, net $ (680,520) $ 11,553 $ (692,073) nm

Other (20,374) (40,627) 20,253 (50)

Total other income, net

$ (29,074) $ (167,583) $ 138,509 (83)

Total other income, net $ (700,894) $ (29,074) $ (671,820) nm

__________________

nm - not meaningful

Other income, net changed for the year ended December 31, 2024 as compared to 2023, due to:

• a decrease in gains on strategic investments, net driven by a gain of $49.9 million resulting from an equity investment transaction with Circle US Holding, Inc.

during the third quarter of 2023;

• a net gain on the repurchase of certain of our 2026 Convertible Notes and certain of our Senior Notes during 2023.

Other income, net changed for the year ended December 31, 2025 as compared to 2024, due to a gain on the sale of a portion of our investment in Circle Internet Group, Inc.

and fair value remeasurement of our remaining holding, both resulting from Circle’s initial public offering in June 2025.

There were no material changes to note within other.

Provision for (benefit from) income taxes

Provision for income taxes

Year Ended December 31, Change

1 unchanged sentence

2025 2024 $ %

Provision for (benefit from) income taxes $ 363,578 $ (171,716) $ 535,294 (312)

For the year ended December 31, 2024 as compared to 2023, the increase in provision for income taxes was primarily due to higher pretax income, partially offset by tax benefits from stock-based compensation.

Additionally, the 2023 income tax provision reflected a benefit from the reduction of a valuation allowance recorded on impairment charges and strategic investments.

In December 2021, the Organization for Economic Cooperation and Development introduced Pillar Two model rules imposing a 15% global minimum tax on companies such as ours.

We operate in several jurisdictions that have introduced Pillar Two legislation with effect from January 1, 2024.

Pillar Two did not have a material impact on our tax provision for 2024.

However, we may be impacted in future years as this framework is modified and adjusted in the jurisdictions where we operate.

Provision for income taxes $ 261,738 $ 363,578 $ (101,840) (28)

For the year ended December 31, 2025 as compared to 2024, the decrease in provision for income taxes was primarily due to lower pretax income, partially offset by lower tax benefits from stock-based compensation.

Non-GAAP Financial Measure

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For example, we exclude:

(i) other (income) expense, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment (post-adoption of ASU 2023-08) because such investments are considered primarily long-term holdings, we do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are based on transactions on our platform and the sales of subscriptions and services, and (iii) the impact of our restructuring in 2023, which was not related to our normal business operations.

• We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other (income) expense, net, restructurings, and benefit from or provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.

(i) other income, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, and (iii) losses directly related to the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction.

We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are primarily based on transactions on our platform and the sales of subscriptions and services.

• We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other income, net, and provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.

Limitations of Adjusted EBITDA

We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above.

However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

presented in accordance with GAAP.

There are a number of limitations related to Adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA.

Some of these limitations are that Adjusted EBITDA excludes:

• provision for (benefit from) income taxes;

• provision for income taxes;

• interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;

1 unchanged sentence

• stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

• net gains or losses on our crypto assets held for investment, net, after the adoption of ASU 2023-08;

• other (income) expense, net, which represents foreign exchange gains or losses, gains or losses on strategic investments, net, gains on the repurchase of certain of our long-term debt, and other non-operating income and expense activity;

• non-recurring lease charges, which represent a non-recurring fee and write-off related to an early lease termination;

• non-recurring accrued legal contingencies, settlements, and related costs, which reduces cash available to us;

• impairment on crypto assets still held, net, which represents impairment on crypto assets still held and is a non-cash expense, prior to the adoption of ASU 2023-08;

• the impact of restructuring, which is not related to normal operations but impacted our results in 2023.

• losses directly related to the Data Theft Incident, net of recoveries;

• net gains or losses on our crypto assets held for investment;

• other income, net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity.

In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison.

A reconciliation is provided below for Adjusted EBITDA to Net income (loss), the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to Net income (loss), and not to rely on any single financial measure to evaluate our business.

Revised definition of Adjusted EBITDA

During the first quarter of 2024, we revised our definition of Adjusted EBITDA as follows and recast the prior period for comparability:

• to adjust for other (income) expense, net in total, as the entire line item represents non-operating activity, and as a majority of the activity recorded in other (income) expense, net had been included in the calculation of Adjusted EBITDA previously in separate rows while this combined presentation is more streamlined and easily reconciled to our Consolidated Statements of Operations;

• to revise our definition of Adjusted EBITDA to remove the adjustment for crypto asset borrowing costs on Prime Financing, as even though these costs are akin to interest expense on debt, we believe they represent normal, recurring, operating expenses necessary to expand and grow Prime Financing;

• to revise our definition of Adjusted EBITDA to change what is adjusted with respect to gains and losses on crypto assets in connection with the adoption of ASU 2023-08, adjusting post-adoption only for gains and losses on crypto assets held for investment, as they do not represent normal, recurring, operating expenses (or income) necessary to operate our business.

The following table provides a reconciliation of Net income (loss) to Adjusted EBITDA.

The prior period comparative reconciliation has been updated to conform to the current period presentation (in thousands):

A reconciliation is provided below for Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net income, and not to rely on any single financial measure to evaluate our business.

The following table provides a reconciliation of net income to Adjusted EBITDA (in thousands):

Year Ended December 31,

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Adjusted to exclude the following:

Provision for (benefit from) income taxes 363,578 (171,716)

Provision for income taxes 261,738 363,578

Interest expense 85,413 80,645

1 unchanged sentence

Stock-based compensation expense 839,440 912,838

912,838 780,668

Gains on crypto assets held for investment, net (post-adoption of ASU 2023-08) (687,055) —

Data Theft Incident losses, net

Losses (gains) on crypto assets held for investment, net 528,857 (687,055)

Other income, net (1)

(700,894) (29,074)

Non-recurring lease charges — 31,955

Non-recurring accrued legal contingencies, settlements, and related costs — 15,000

Impairment on crypto assets still held, net (pre-adoption of ASU 2023-08) — 29,481

Restructuring — 142,594

Adjusted EBITDA $ 2,808,488 $ 3,347,516

Revised definition no longer adjusts for:

Crypto asset borrowing costs $ 4,807

Other impairment expense 18,793

Revised definition newly adjusts for:

Additional other income, net (3)

Adjusted EBITDA, previous definition $ 963,654

__________________

(1) Amount in 2023 excludes stock-based compensation expense recognized in relation to restructuring, which is included below in the restructuring line in this table.

Restructuring , of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

(1) See Note 17.

Other (Income) Expense, Net , of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

(3) Represents the portion of Other (income) expense, net that was not previously included as an adjustment to arrive at Adjusted EBITDA.

Other Consolidated Statements of Operations Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Liquidity and Capital Resources

We continue to believe our existing cash and cash equivalents and USDC will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements.

Our ability to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions.

We anticipate satisfying our short-term cash requirements with our existing cash and cash equivalents and USDC and with future cash flows from operations and may satisfy our long-term cash requirements additionally with proceeds from a future equity or debt financing.

The sale of additional equity would result in additional dilution to our stockholders.

The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operation s.

Primary resources and commitments

Cash and cash equivalents and USDC

Our cash and cash equivalents and USDC balances consisted of the following (in thousands):

Cash and cash equivalents

Cash equivalents (1)

$ 6,607,023 $ 3,682,917

Cash held at banks 1,848,700 1,367,643

Cash held at venues 88,180 88,791

Total cash and cash equivalents $ 8,543,903 $ 5,139,351

USDC loaned (3)

$ 168,795 $ 205,645

USDC pledged as collateral (3)

329,832 29,577

USDC not loaned or pledged as collateral

743,181 340,806

$ 1,241,808 $ 576,028

__________________

(1) Cash equivalents consists of money market funds.

(2) USDC is a stablecoin redeemable on a one-to-one basis for U.S.

While not accounted for as cash or cash equivalents, we treat our USDC holdings as a liquidity resource.

(3) USDC loaned represents loaned assets that do not meet the criteria for derecognition in our Consolidated Balance Sheets.

USDC pledged as collateral represents assets pledged as collateral that do not meet derecognition criteria against our crypto asset borrowings in our Consolidated Balance Sheets.

Summary of Significant Accounting Policies—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 for additional details.

We continue to believe our existing cash, cash equivalents, and marketable investments, which totaled $11.6 billion as of December 31, 2025, will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements.

platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions.

We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and with future cash flows from operations, future sales of marketable investments, a nd potential future equity or debt financing.

The sale of additional equity would result in additional dilution to our shareholders.

Primary commitments

Long-term debt

On March 18, 2024, we issued $1.3 billion in aggregate principal amount of convertible senior notes that mature on April 1, 2030, unless converted, redeemed or repurchased on an earlier date.

As of December 31, 2024, we held $4.3 billion in aggregate principal amount of long-term debt.

As of December 31, 2025, our primary contractual obligation remained long-term debt, of which we held $7.3 billion in aggregate principal amount, including $1.3 billion that is due within the next 12 months and classified as a current liability.

In August 2025, we issued an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2032, unless converted, repurchased, or redeemed on an earlier date, and an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2029, unless converted or repurchased on an earlier date.

As market conditions warrant, we may, from time to time, repurchase our outstanding long-term debt securities in the open market, in privately negotiated transactions, by exchange transaction, or otherwise.

Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors, and may be commenced or suspended at any time.

The amounts involved and total consideration paid may be material.

In 2023, we repurchased $427.0 million in aggregate principal amount of our outstanding long-term debt securities for cash payments aggregating $303.5 million .

Long-Term Debt of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details on our long-term debt, including maturities and repurchases.

Long-Term Debt of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

As of December 31, 2025 and 2024 , our ratings with S&P Global Ratings were BB- for both issuer credit and senior unsecured debt.

As of December 31, 2024 and 2023, our ratings with Moody’s Ratings were B2 for corporate family and B1 for guaranteed senior unsecured notes.

Other resources and commitments

Crypto assets

The Company holds crypto assets for investment and operating purposes, as well as borrowed crypto assets and crypto assets held as collateral.

Effective January 1, 2024, we adopted ASU 2023-08 using a modified retrospective approach and recognized an associated fair value adjustment of $739.5 million on

the crypto assets we held at that time.

This adjustment caused the carrying values of the crypto assets we already held at the time to reflect their fair values and, as such, this adjustment does not represent additional capital resources generated during 2024.

Crypto assets held for operations

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue.

Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all.

As a result, our crypto assets held for operations are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Crypto Assets Held for Operations of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.

Crypto assets held as collateral

Crypto assets held as collateral represent institutional customers’ crypto assets pledged as collateral on certain Prime Financing loans.

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, for additional details related to collateral held and our obligation to return collateral.

As Prime Financing grows, we will continue to evaluate how to best utilize these resources to help fund the growth of this business.

Crypto assets borrowed and borrowings

We borrow crypto assets from eligible institutional customers.

These borrowings generally have open-ended terms or have a term of less than one year.

We are required to maintain a collateral to loan ratio per our borrowing agreements.

Any significant change in crypto asset prices could impact the value of the crypto assets borrowed or the value of crypto assets pledged as collateral .

If crypto asset prices rise, we will post additional collateral to maintain required collateral loan ratio s.

We were in compliance with all collateral requirements as of December 31, 2024.

Crypto assets held for investment

We view our crypto asset investments as primarily long-term holdings and we do not and do not plan to engage in regular trading of these crypto assets.

In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity.

Crypto Assets Held for Investment of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.

Customer assets and liabilities

Recognized c ustomer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers.

We also hold additional customer Assets on Platform that we do not recognize in our Consolidated Balance Sheets.

See Key Business Metrics — Assets on Platform above, and Note 2.

Summary of Significant Accounting Policies — Customer custodial funds and Customer custodial fund liabilities of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.

We do not use customer crypto assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent.

Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers.

As of December 31, 2024, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date.

See Risk Factors—Depositing and withdrawing crypto assets into and from our platform involves 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 for further information.

Capital requirements and contractual obligations

Certain jurisdictions where we operate require us 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 customer custodial fund liabilities.

Depending on the jurisdiction, eligible liquid assets can include cash and cash equivalents, customer custodial funds, and in-transit customer receivables.

As of December 31, 2024 and 2023, our eligible liquid assets were greater than the aggregate amount of customer custodial fund liabilities.

We are also required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets held in custody.

As of December 31, 2024, we were in compliance with these capital requirements.

As of December 31, 2024 , our material cash requirements and contractual obligations arising in the normal course of business due within the next 12 months and in total consisted of the following (in thousands):

In August 2025, Moody’s Ratings announced an upgrade of our ratings from B2 to B1 for corporate family and from B1 to Ba2 for guaranteed senior unsecured notes.

Short-term borrowings

As of December 31, 2025, we also held short-term borrowings of $452.1 million, denominated in crypto assets and payment stablecoins, which we use to facilitate institutional financing.

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 for additional details.

Other contractual obligations

As of December 31, 2025, our other material contractual obligations consisted of the following (in thousands):

Next 12 Months Total

Operating leases (1)

$ 9,885 $ 132,327

Non-cancelable purchase obligations (1)

$ 169,886 $ 670,422

Long-term debt (3)

Operating leases (2)

32,547 417,873

Other commitments (3)

180,493 180,493

_______________

(1) Primarily relating to lease payments due for corporate offices.

Other Consolidated Balance Sheets Details of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.

(2) Committed spend for non-cancellable purchase obligations greater than $2.0 million per obligation, primarily relating to technology and marketing.

(3) Assumes that our long-term debt is not repurchased, redeemed, or converted prior to maturity.

Long-Term Debt of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.

(1) Committed spend for non-cancellable purchase obligations greater than $2.0 million per obligation, primarily relating to technology.

The increase from total purchase obligations of $198.5 million as of December 31, 2024 reflects the renewal of a multi-year technology services agreement.

(2) Primarily relates to corporate offices.

The increase from total operating lease commitments of $132.3 million as of December 31, 2024, reflects new office leases in San Francisco, CA and New York, NY.

(3) Represents definitive agreements to acquire interests in entities.

See Notes 13.

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Commitments and Contingencies of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details relating to our short- and long-term material cash requirements and contractual obligations as of December 31, 2025.

In October 2024, our board of directors authorized a share repurchase program of up to $1.0 billion of our Class A common stock without expiration (the “Share Repurchase Program”).

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 us to repurchase any dollar amount or number of shares of our Class A common stock, and the program may be modified, suspended, or discontinued at any time.

We anticipate that repurchases under the Share Repurchase Program will be funded using our existing cash

and cash equivalents and USDC and with future cash flows from operations.

As of December 31, 2024, no shares have been repurchased under the Share Repurchase Program.

Repurchase program

As of December 31, 2025, our board of directors had authorized an aggregate $2.0 billion to repurchase, without expiration, our outstanding Class A common stock and long-term debt (the “Repurchase Program”).

As of December 31, 2025, approximately $1.2 billion remained available, and no long-term debt has been repurchased under the Repurchase Program.

See Issuer Purchases of Equity Securities included in Part II, Item 5 of this Annual Report on Form 10-K for additional details.

Other resources and commitments

Crypto assets

We hold and use crypto assets for various purposes.

Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately.

In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them.

We do not use these assets as a source of liquidity otherwise.

Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below).

We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all.

Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

As of December 31, 2025, we held the following crypto assets:

$120.8 million held for operations, $822.8 million held as collateral, $318.8 million that were borrowed, and $2.0 billion held for investment.

Customer assets and liabilities

Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers.

We also securely store additional customer AOP that we do not recognize in our Consolidated Balance Sheets.

We do not use customer assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent.

Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers.

As of December 31, 2025, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date.

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

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Net cash provided by operating activities $ 2,426,383 $ 3,103,935

$ 2,556,844 $ 922,951

Net cash (used in) provided by investing activities (282,385) 5,392

Net cash provided by (used in) financing activities 2,828,921 (811,332)

Net cash used in investing activities (2,049,550) (201,003)

Net cash provided by financing activities 740,282 2,903,078

Net increase in cash, cash equivalents, and restricted cash and cash equivalents $ 1,117,115 $ 5,806,010

$ 5,103,380 $ 117,011

Change in customer custodial cash and cash equivalents $ (754,370) $ 1,634,934

Operating activities

Our largest source of cash provided by operations are revenues generated from transaction fees.

Our primary uses of cash from operating activities include payments to employees for compensation, website hosting and infrastructure services, and professional services.

Net cash provided by operating activities increased by $1.6 billion for the year ended December 31, 2024 as compared to 2023 primarily due to:

• an increase in cash as a result of the $3.5 billion increase in total revenue;

Our largest source of cash provided by operating activities are revenues generated from transaction fees.

Our primary uses of cash in operating activities include payments to employees for compensation, marketing programs, website hosting and infrastructure services, and professional services.

Net cash provided by operating activities decreased by $677.6 million for the year ended December 31, 2025 as compared to 2024 primarily due to:

• $311.2 million in cash used in 2025 related to the Data Theft Incident, for which impacted customers were voluntarily reimbursed;

• an overall increase in other cash and cash equivalent expenses as we continue to grow our business;

offset in part by

• a $801.7 million increase in cash used to purchase USDC in order to facilitate growth in Prime Financing as well as to provide liquidity for normal business operations;

• a $115.2 million increase in cash used for annual employee performance compensation given our strong financial performance during the prior year;

• a $106.1 million increase in cash used to pay income taxes;

• an overall increase in other cash expenses as we continue to grow our business.

• cash and cash equivalents provided as a result of the $617.3 million increase in total revenue.

Investing activities

Net cash used in investing activities increased by $287.8 million for the year ended December 31, 2024 as compared to 2023 due to:

• an increase of $138.6 million in cash used for the origination of fiat loans, net of repayments, reflecting growth in Prime Financing and lower net cash inflows in 2024 related to the discontinuation of a retail lending program;

• $41.6 million in cash provided by net sales of crypto assets held for investment for the year ended December 31, 2024, as compared to $184.0 million in cash provided by net sales of crypto assets held prior to the adoption of ASU 2023-08 for the year ended December 31, 2023.

Net cash used in investing activities increased by $1.8 billion for the year ended December 31, 2025 as compared to 2024 as we invested more of our available cash and cash equivalents, including:

• $742.0 million in net cash and cash equivalents used for business combinations in 2025, primarily due to the completion of the Deribit acquisition in August;

• a $578.0 million increase in cash and cash equivalents used for net purchases of crypto assets held for investment;

• a $614.0 million increase in cash and cash equivalents used for the origination of fiat and payment stablecoin loans, net of repayments, reflecting higher demand for institutional financing products.

Financing activities

Net cash provided by financing activities increased by $3.6 billion for the year ended December 31, 2024 as compared to 2023 primarily due to:

• a $1.9 billion increase in customer custodial cash attributable to increased Trading Volume;

• a $1.1 billion net increase in cash due to proceeds from the issuance of our 2030 Convertible Notes less cash paid for associated capped calls;

• a $303.5 million decrease in cash outflows in 2024 related to long-term debt repurchases in 2023;

• a $22.5 million net increase in recognized fiat collateral pledged by institutional customers related to Prime Financing loans.

Net cash provided by financing activities decreased by $2.2 billion for the year ended December 31, 2025 as compared to 2024 primarily due to:

• a $2.6 billion decrease in customer custodial funds;

• $790.2 million in cash used to repurchase approximately 3.0 million shares of our outstanding Class A common stock;

• a $285.6 million decrease in cash used to pay taxes related to net share settlement of equity awards;

offset in part by

• a $1.6 billion net increase in proceeds from long-term debt, driven by the August 2025 issuance of our 2029 Convertible Notes and 2032 Convertible Notes, offset in part by prior year proceeds from the issuance of our 2030 Convertible Notes, less cash paid for associated capped calls.

Capital requirements

We are a highly regulated business subject to regulations on how we manage our liquidity, operations, and capital structure.

As our primary operating subsidiary, Coinbase Inc.

(“CB Inc.”) is subject to the most significant capital requirements, we seek to minimize surplus capital at other subsidiaries and hold surplus at CB Inc.

See Business—Government Regulation and Risk Factors included in Part I, Item 1 and 1A, respectively, of this Annual Report on Form 10-K for additional details about these regulations.

We are required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets and payment stablecoins held in custody.

Our money-transmitting subsidiary, CB Inc., and our custodian subsidiary, Coinbase Custody Trust Company, LLC (“CCTC”), which is a fiduciary under New York State Law and a qualified custodian under the Investment Advisers Act of 1940, are required to maintain minimum net capital requirements under agreements with the New York State Department of Financial Services (“NYDFS”).

These subsidiaries and other subsidiaries are also subject to maintenance capital requirements by other regulators both within the United States and internationally.

As of December 31, 2025, we were in compliance with these capital requirements.

As of December 31, 2025, our net capital requirements by subsidiary consisted of the following (in millions):

Net Capital Required Net Capital (1)

Capital Surplus

$ 2,795 $ 1,166 $ 1,629

CCTC 745 336 409

(1) Depending on the agreement between the subsidiary and the regulator, may include corporate holdings of cash and cash equivalents, Bitcoin, and Ethereum.

Due to the volatility of crypto assets, Net Capital and Required Net Capital can fluctuate.

(2) Includes subsidiaries that are subject to requirements from regulators that allow for the intermediation of customer orders in derivatives markets or the operation of a regulated marketplace for the trading of such contracts.

Critical Accounting Estimates

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Business combinations, goodwill, and intangible assets

We determined that business combinations, goodwill, and intangible assets represent critical accounting estimates, as they involve significant judgment, estimates, and assumptions and to the extent that our estimates and assumptions materially change or if actual circumstances differ from those in the assumptions, our financial statements could be materially impacted.

We determined that business combinations, goodwill, and intangible assets represent critical accounting estimates, as they involve significant judgment, estimates, and assumptions and to the extent

that our estimates and assumptions materially change or if actual circumstances differ from those in the assumptions, our financial statements could be materially impacted.

We account for our 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.

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These intangible assets do not have observable prices and have primarily consisted of customer relationships, developed technology, licenses, trademarks and trade names, and non-compete agreements, which are subsequently measured at acquisition date fair value, less accumulated amortization.

These estimates and assumptions can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, the number of working hours required to recreate the intangible asset (if following the cost approach), and the estimated useful lives.

Changes in these assumptions could affect the carrying value of these assets.

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We do the former and assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test.

We review factors including changes in our

stock price, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in any key personnel, and any changes in the composition of the carrying amount of our assets.

We review factors including changes in our stock price, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in any key personnel, and any changes in the composition of the carrying amount of our assets.

There were no changes to the qualitative factors considered indicating an impairment of goodwill for the reporting periods presented.

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Strategic investments

We hold strategic investments in privately held companies in the form of equity securities without readily determinable fair values in which we do not have a controlling interest or significant influence.

We hold strategic investments in primarily privately held companies in the form of equity securities without readily determinable fair values in which we do not have a controlling interest or significant influence.

The vast majority of these investments are accounted for under the measurement alternative method (“the measurement alternative”) and are measured at cost, less impairment, subject to upward and downward adjustments resulting from observable price changes for identical or similar investments of the same issuer (“pricing adjustments”).

We determined that valuation of privately-held strategic investments represents a critical accounting estimate because impairment evaluations involve significant judgment, estimates, and assumptions, and to the extent that these estimates and assumptions change materially or if actual circumstances differ from those in the assumptions, our financial statements could be materially impacted.

Pricing adjustments

Pricing adjustments require quantitative assessments of the fair value of our strategic investments, which may require the use of unobservable inputs.

Pricing adjustments are determined by using various valuation methodologies and involve the use of estimates using the best information available, which may include cash flow projections or other available market data.

Privately-held strategic investments are evaluated quarterly for impairment.

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operating results when available, business prospects of the investees, changes in the regulatory and macroeconomic environment, observable price changes in similar transactions, and general market conditions of the geographical area or industry in which our investees operate.

If indicators of impairment exist, we prepare quantitative measurements of the fair value of our equity investments using 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 we hold.

When the quantitative remeasurements of fair value indicate an impairment exists, we write down the investment to its current fair value.

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Based on future market conditions, these changes could be material to our financial statements.

For more information regarding these market conditions and related sensitivity, see the section titled “ Item 7A.

Quantitative and Qualitative Disclosures about Market Risk – Equity investment risk .

For more information regarding these market conditions and related sensitivity, see Marketable and Strategic Investments —Strategic investments included in Part II, Item 7A of this Annual Report on Form 10-K.

Fair Value Measurements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our strategic investments for the years ended December 31, 2025 and 2024.

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We evaluate all available evidence including, but not limited to, history of earnings and losses, forecasts of future taxable income, and the weight of evidence that can be objectively verified.

Income Taxes of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our valuation allowance for the years ended December 31, 2024, 2023, and 2022.

Income Taxes of the Notes to our Consolidated

Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our valuation allowance for the years ended December 31, 2025, 2024, and 2023.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

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We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable, the determination of which requires significant judgment.

we record recoveries of these losses when it is probable that they will be collected.

In addition, we record recoveries of these losses when it is probable that they will be collected.

These estimates are highly sensitive to change and involve variables that are not completely within our control nor practicable to model, including decisions made by regulators and settlement negotiations.

Resolution of legal and other contingencies in a manner inconsistent with management’s expectations could have a material impact on our financial condition and results of operations.

See the section titled “ —Results of operations—Comparison of the years ended December 31, 2024 and 2023—Operating expenses—General and administrative ” above for discussion of material changes in legal and other contingencies during the years ended December 31, 2024 and 2023.

See Results of operations—Comparison of the years ended December 31, 2025 and 2024—Operating expenses—General and administrative above for discussion of material changes in legal and other contingencies during the years ended December 31, 2025 and 2024.

Recent accounting pronouncements

Summary of Significant Accounting Policies — Recent accounting pronouncements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of new accounting pronouncements adopted and not yet adopted as of the date of this Annual Report on Form 10-K.

Summary of Significant Accounting Policies — Recent accounting pronouncements of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.

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 7. Management’s Discussion and Analysis