What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-13 · 800 added, 966 removed, 956 unchanged (65% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders ’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Nature of Operation s

Summary of Significant Accounting Policies

Collateralized Arrangements and Financing

Crypto Assets Held for Operations

Accounts Receivable, Net

Crypto Assets Held for Investment

Software and Equipment, Net

Goodwill and Intangible Assets, Net

Long-Term Debt

Other Consolidated Balance Sheets Details

Fair Value Measurements

Capital Stock

Stock-Based Compensation

Other Consolidated Statements of Operations Details

Net Income Per Share

Restructuring

Commitments and Contingencies

Related Party Transactions

Supplemental Disclosures of Cash Flow Information

Subsequent Events

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Coinbase Global, Inc.

To the shareholders and the Board of Directors of Coinbase Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc.

(the "Company") as of December 31, 2024 and 2023, the related consolidated statements of Operations, Comprehensive Income (Loss), Changes in Stockholders’ Equity, and Cash Flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of Operations, Comprehensive Income, Changes in Shareholders’ Equity, and Cash Flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral in the years ended December 31, 2024 and December 31, 2023.

Payment stablecoins include USDC, EURC, and PYUSD.

Basis for Opinion

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The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Crypto Assets Held in Cold Storage — including Corporate Crypto Assets Held, USDC and Customer Crypto Assets - Refer to Notes 2, 4, 5, 7, 11 and 21 of the financial statements

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Crypto Assets Held in Cold Storage — including Corporate Crypto Assets, Payment Stablecoins and Customer Crypto Assets - Refer to Notes 2, 5, 6, 8, 12 and 21 of the financial statements

Critical Audit Matter Description

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Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet.

The Company primarily holds crypto assets for its own use, and on behalf of customers, in wallets within its cold storage environment.

The Company holds crypto assets for its own use, and on behalf of customers, primarily in wallets within its cold storage environment.

The loss, theft, or otherwise compromise of access to the private keys required to access the crypto assets in cold storage could adversely affect the Company’s ability to access the crypto assets within its environment.

This could result in loss of corporate crypto assets held or loss of crypto assets safeguarded on behalf of customers.

This could result in loss of corporate crypto assets or loss of crypto assets in custodial products on its platform held on behalf of its customers.

We identified crypto assets in cold storage as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights & obligations of crypto assets in cold storage.

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Our audit procedures related to crypto assets in cold storage included the following, among others:

• We consulted with subject matter experts regarding our planned audit response to address certain risks of material misstatement of crypto assets in cold storage.

• We consulted with subject matter experts regarding our planned audit response to address risks of material misstatement of crypto assets in cold storage.

• We tested the effectiveness of controls within the Company’s private key management process including controls related to physical access, key generation, and segregation of duties across the processes.

• We tested the effectiveness of management’s reconciliation control of internal books and records to external blockchains.

• We tested the effectiveness of management’s control to segregate corporate crypto asset balances from customer crypto asset balances.

• We tested the effectiveness of management’s control to record corporate crypto asset balances separately from customer crypto asset balances.

• We tested the effectiveness of controls within the processes of customer crypto asset deposits and customer crypto asset withdrawals.

• We obtained evidence to evaluate crypto asset balances for appropriate segregation between corporate crypto assets and customer crypto assets.

• We obtained evidence corporate crypto asset balances are appropriately recorded separately from customer crypto assets.

• We utilized our proprietary audit tool to independently obtain evidence from public blockchains to test the existence of crypto asset balances.

• We obtained evidence that management has control of the private keys required to access crypto assets in cold storage through a combination of decoding cryptographic messages signed using selected private keys or through observing the movement of selected crypto assets.

• We evaluated the reliability of audit evidence obtained from public blockchains.

Commitments and Contingencies - SEC complaint and legal actions by U.S.

state securities regulators — Refer to Note 21 to the financial statements

Critical Audit Matter Description

The Securities and Exchange Commission (“SEC”) filed a complaint against the Company in 2023 alleging that the Company has acted as an unregistered securities exchange, broker, and clearing agency and has, through its staking program, offered and sold securities without registering its offers and sales.

Additionally, the Company is the subject of various legal actions initiated by U.S.

state securities regulators.

The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the financial statements.

Because the outcome of these matters remains uncertain, the Company has not recorded or disclosed a loss contingency as of December 31, 2024.

An adverse resolution of the SEC’s complaint or legal actions initiated by U.S.

state securities regulators could have a material impact on the Company’s business and financial statements.

We identified the evaluation of potential loss contingencies, and related disclosures, related to the SEC complaint and legal actions initiated by U.S.

state securities regulators as a critical audit matter because auditing management's judgment in determining the probability and estimate of loss required significant auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the potential loss contingencies involving the SEC complaint and legal actions initiated by the U.S.

state securities regulators included the following, among others:

• We tested the effectiveness of internal controls related to management's review of loss contingencies and approval of the accounting treatment and related disclosures.

• We inquired of the Company's internal and external legal counsel to understand the legal merits and the basis for the Company's conclusion specific to the likelihood of loss and the estimate of potential loss or range of loss, as applicable.

• We obtained and evaluated management's evaluation of the probability of loss and estimation of loss through inquiries, reading the court rulings and briefs prepared by management, and obtaining written responses from internal and external legal counsels.

• We evaluated events subsequent to December 31, 2024 that might impact our evaluation of the probability of loss, including any related accrual or disclosure.

• We obtained written representations from executives of the Company.

• We evaluated whether the Company's disclosures were consistent with our testing.

/s/ Deloitte & Touche, LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Coinbase Global, Inc.

To the shareholders and the Board of Directors of Coinbase Global, Inc.

Opinion on Internal Control over Financial Reporting

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 12, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Sentillia B.V., which was acquired on August 14, 2025, and whose financial statements constitute less than 1% of total assets and 2% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Sentillia B.V.

Basis for Opinion

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Restricted cash and cash equivalents 334,318 347,169

USDC 1,241,808 576,028

Customer custodial funds 5,347,428 6,158,949

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Accounts receivable, net 307,119 265,251

Marketable investments 309,765 —

Other current assets 187,164 277,536

1 unchanged sentence

Crypto assets held for investment 1,998,871 1,552,995

Strategic investments 622,985 374,161

Deferred tax assets 570,819 941,298

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Total assets $ 29,671,832 $ 22,541,951

Liabilities and Stockholders’ Equity

Liabilities and Shareholders’ Equity

Current liabilities:

1 unchanged sentence

Accounts payable 117,605 63,316

Crypto asset borrowings 300,110 62,980

Current portion of long-term debt 1,269,585 —

Short-term borrowings 452,105 374,268

Obligation to return collateral 826,883 792,125

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Commitments and contingencies (Note 21)

Stockholders’ equity:

Shareholders’ equity:

Preferred stock, $ 0.00001 par value;

500,000 shares authorized and zero shares issued and outstanding at each of December 31, 2025 and December 31, 2024

Class A common stock, $ 0.00001 par value;

10,000,000 shares authorized at December 31, 2024 and December 31, 2023;

209,762 and 195,192 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.00001 par value;

500,000 shares authorized at December 31, 2024 and December 31, 2023;

43,878 and 46,856 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Class A and B common stock, $ 0.00001 par value;

10,500,000 (Class A 10,000,000 , Class B 500,000 ) shares authorized at December 31, 2025 and December 31, 2024;

267,836 (Class A 226,797 , Class B 41,039 ) shares issued and outstanding at December 31, 2025 and 253,640 (Class A 209,762 , Class B 43,878 ) shares issued and outstanding at December 31, 2024

Additional paid-in capital 8,566,854 5,365,990

Accumulated other comprehensive loss ( 50,051 ) ( 30,270 )

Accumulated other comprehensive income (loss) 4,973 ( 50,051 )

Retained earnings 6,221,228 4,960,901

Total stockholders’ equity 10,276,842 6,281,649

Total liabilities and stockholders’ equity $ 22,541,951 $ 14,753,901

Total shareholders’ equity 14,793,058 10,276,842

Total liabilities and shareholders’ equity $ 29,671,832 $ 22,541,951

The accompanying notes are an integral part of these Consolidated Financial Statements.

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General and administrative 1,619,642 1,300,257 1,074,308

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

Losses (gains) on crypto assets held for operations, net 20,704 ( 71,725 ) —

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

4 unchanged sentences

Interest expense 85,413 80,645 82,766

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

Other (income) expense, net ( 29,074 ) ( 167,583 ) 265,473

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

Other income, net ( 700,894 ) ( 29,074 ) ( 167,583 )

Income (loss) before income taxes 1,522,065 2,942,644 ( 76,845 )

Provision for (benefit from) income taxes 261,738 363,578 ( 171,716 )

Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 )

Net income (loss) attributable to common stockholders:

Net income $ 1,260,327 $ 2,579,066 $ 94,871

Net income attributable to common shareholders:

Basic $ 1,260,327 $ 2,577,755 $ 94,752

Diluted $ 1,277,314 $ 2,591,248 $ 94,751

Net income (loss) per share:

Net income per share:

Basic $ 4.85 $ 10.42 $ 0.40

Diluted $ 4.45 $ 9.48 $ 0.37

Weighted-average shares of common stock used to compute net income (loss) per share:

Weighted-average shares of common stock used to compute net income per share:

Basic 260,088 247,374 235,796

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Coinbase Global, Inc.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

(In thousands)

1 unchanged sentence

2025 2024 2023

Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 )

Other comprehensive (loss) income:

Net income $ 1,260,327 $ 2,579,066 $ 94,871

Other comprehensive income (loss):

Translation adjustment 54,486 ( 19,653 ) 9,077

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Translation adjustment, net of tax 55,024 ( 19,781 ) 8,336

Comprehensive income (loss) $ 2,559,285 $ 103,207 $ ( 2,660,160 )

Comprehensive income $ 1,315,351 $ 2,559,285 $ 103,207

The accompanying notes are an integral part of these Consolidated Financial Statements.

Coinbase Global, Inc.

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings

Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings

Shares Amount Total

Balance at January 1, 2023 230,866 $ 2 $ 3,767,686 $ ( 38,606 ) $ 1,725,475 $ 5,454,557

Issuance of equity instruments as consideration for business combinations 1,663 — 314,356 — — 314,356

Issuance of common stock to settle contingent consideration 58 — 4,661 — — 4,661

Issuance of common stock upon settlement of stock awards, net of shares withheld 7,870 — ( 351,867 ) — — ( 351,867 )

Issuance of common stock upon exercise of stock options, net of repurchases 3,883 — 56,737 — — 56,737

Issuance of common stock under the Employee Stock Purchase Plan (“ESPP”) 275 — 21,622 — — 21,622

Stock-based compensation (inclusive of capitalized stock-based compensation) — — 1,683,840 — — 1,683,840

Other — — 3,679 — — 3,679

Other comprehensive loss — — — ( 35,211 ) — ( 35,211 )

Net loss — — — — ( 2,624,949 ) ( 2,624,949 )

Balance at December 31, 2022 230,866 $ 2 $ 3,767,686 $ ( 38,606 ) $ 1,725,475 $ 5,454,557

Issuance of equity instruments as consideration for business combination 961 — 11,302 — — 11,302

Issuance of common stock to settle contingent consideration 28 — 2,291 — — 2,291

Issuance of common stock upon settlement of stock awards, net of shares withheld 6,833 — ( 277,798 ) — — ( 277,798 )

Issuance of common stock upon exercise of stock options, net of repurchases 2,979 — 50,804 — — 50,804

Issuance of common stock under the ESPP 381 — 18,959 — — 18,959

Stock-based compensation (inclusive of capitalized stock-based compensation) — — 834,285 — — 834,285

Stock-based compensation expense recognized in relation to restructuring — — 84,042 — — 84,042

Common stock issued to settle contingent consideration 28 — 2,291 — — 2,291

Common stock issued in connection with equity awards, net of stock options repurchases 13,966 — 69,763 — — 69,763

Common stock withheld for net share settlement of equity awards ( 3,773 ) — ( 277,798 ) — — ( 277,798 )

Stock-based compensation (inclusive of capitalized stock-based compensation and restructuring) — — 918,327 — — 918,327

Other comprehensive income — — — 8,336 — 8,336

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Balance at December 31, 2023 242,048 $ 2 $ 4,491,571 $ ( 30,270 ) $ 1,820,346 $ 6,281,649

Cumulative-effect adjustment due to the adoption of Accounting Standards Update (“ASU”) 2023-08, net of tax — — — — 561,489 561,489

Issuance of common stock upon settlement of stock awards, net of shares withheld 5,608 — ( 117,225 ) — — ( 117,225 )

Issuance of common stock upon exercise of stock options, net of repurchases 5,661 — 126,733 — — 126,733

Issuance of common stock under the ESPP, net of shares withheld 361 — 18,597 — — 18,597

Cumulative-effect adjustment upon adoption of Accounting Standards Update ("ASU") 2023-08, net of tax — — — — 561,489 561,489

Common stock issued in connection with equity awards, net of stock options repurchases 12,292 — 145,330 — — 145,330

Common stock withheld for net share settlement of equity awards ( 662 ) — ( 117,225 ) — — ( 117,225 )

Stock-based compensation (inclusive of capitalized stock-based compensation) — — 960,906 — — 960,906

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Balance at December 31, 2024

253,640 $ 2 $ 5,365,990 $ ( 50,051 ) $ 4,960,901 $ 10,276,842

Common stock issued as consideration for business combination 11,639 1 3,677,634 — — 3,677,635

Common stock issued in connection with equity awards 7,088 — 110,629 — — 110,629

Common stock repurchased ( 3,039 ) — ( 850,178 ) — — ( 850,178 )

Common stock withheld for net share settlement of equity awards ( 1,492 ) — ( 402,791 ) — — ( 402,791 )

Stock-based compensation (inclusive of capitalized stock-based compensation) — — 889,820 — — 889,820

Purchases of capped calls — — ( 224,250 ) — — ( 224,250 )

Other comprehensive income — — — 55,024 — 55,024

Net income — — — — 1,260,327 1,260,327

Balance at December 31, 2025 267,836 $ 3 $ 8,566,854 $ 4,973 $ 6,221,228 $ 14,793,058

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Cash flows from operating activities

Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net income $ 1,260,327 $ 2,579,066 $ 94,871

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 188,428 127,518 139,642

Investment impairment expense 18,717 29,375 101,445

Stock-based compensation expense 839,440 912,838 780,668

Deferred income taxes 238,308 151,315 ( 216,334 )

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

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

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

Gains on crypto assets held, net (prior to ASU 2023-08) — ( 145,594 ) ( 36,666 )

Crypto asset impairment expense (prior to ASU 2023-08) — 96,783 757,257

Crypto assets received as revenue (prior to ASU 2023-08) — ( 460,878 ) ( 470,591 )

Crypto asset payments for expenses (prior to ASU 2023-08) — 298,255 383,221

Losses (gains) on crypto assets held for operations, net 20,704 ( 71,725 ) —

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

(Gains) losses on investments, net ( 680,520 ) 11,553 ( 24,368 )

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

Gains on crypto assets held, net (pre ASU 2023-08) — — ( 117,650 )

Crypto asset impairment expense (pre ASU 2023-08) — — 96,783

Crypto assets received as revenue (pre ASU 2023-08) — — ( 460,878 )

Crypto asset payments for expenses (pre ASU 2023-08) — — 298,255

Other operating activities, net 62,246 11,336 151,118

Net changes in operating assets and liabilities ( 478,002 ) 326,206 ( 1,031,448 )

Net cash provided by (used in) operating activities 2,556,844 922,951 ( 1,585,419 )

Changes in operating assets and liabilities :

Accounts receivable, net ( 1,983 ) ( 100,568 ) 84,021

Customer custodial funds in transit 57,152 46,829 ( 115,391 )

Income taxes, net ( 147,449 ) 77,099 8,547

Other current and non-current assets ( 47,228 ) 48,564 28,033

Other current and non-current liabilities 108,101 ( 2,835 ) 43,442

Net cash provided by operating activities 2,426,383 3,103,935 673,376

Cash flows from investing activities

Business combinations, net of cash acquired — ( 30,730 ) ( 186,150 )

Fiat loans originated ( 1,700,055 ) ( 586,691 ) ( 207,349 )

Proceeds from repayment of fiat loans 1,488,500 513,698 327,539

Purchase of crypto assets held (prior to ASU 2023-08) — ( 277,367 ) ( 1,400,032 )

Sale of crypto assets held (prior to ASU 2023-08) — 461,325 969,185

Loans originated ( 12,453,223 ) ( 7,364,193 ) ( 923,336 )

Proceeds from repayment of loans 11,664,530 7,189,488 647,448

Assets pledged as collateral ( 16,009 ) ( 100,929 ) ( 159,835 )

Return of assets pledged as collateral 16,188 147,096 196,028

Business combinations, net of cash and cash equivalents acquired ( 742,038 ) — ( 30,730 )

Purchases of crypto assets held for investment ( 787,821 ) ( 35,182 ) —

Dispositions of crypto assets held for investment 266,546 91,925 —

Purchase of investments ( 377,426 ) ( 59,915 ) ( 18,835 )

Dispositions of investments 490,298 5,001 3,543

Purchase of crypto assets held (pre ASU 2023-08) — — ( 279,868 )

Sale of crypto assets held (pre ASU 2023-08) — — 466,299

Other investing activities, net ( 110,595 ) ( 74,294 ) ( 106,890 )

Net cash (used in) provided by investing activities ( 282,385 ) 5,392 ( 663,822 )

Net cash used in investing activities ( 2,049,550 ) ( 201,003 ) ( 206,176 )

Cash flows from financing activities

Issuance of common stock upon exercise of stock options, net of repurchases 78,286 126,140 47,944

Taxes paid related to net share settlement of equity awards ( 117,225 ) ( 277,798 ) ( 351,867 )

Customer custodial fund liabilities 1,638,087 ( 274,822 ) ( 5,562,558 )

Issuance of convertible senior notes, net 1,246,025 — —

Purchases of capped calls ( 104,110 ) — —

Issuances of convertible senior notes, net 2,957,135 1,246,025 —

Repurchase of common stock ( 790,195 ) — —

Repayment of long-term debt — — ( 303,533 )

Fiat received as collateral 567,806 66,014 —

Fiat received as collateral returned ( 544,228 ) ( 64,952 ) —

Purchases of capped calls ( 224,250 ) ( 104,110 ) —

Customer custodial fund liabilities ( 936,205 ) 1,638,087 ( 274,822 )

Customer collateral received 871,389 567,806 321,398

Return of customer collateral ( 891,967 ) ( 544,228 ) ( 347,209 )

Taxes paid related to net share settlement of equity awards ( 402,791 ) ( 117,225 ) ( 277,798 )

Proceeds from short-term borrowings 626,428 122,566 31,640

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Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period

15,683,455 9,925,812 10,288,045

Cash, cash equivalents, and restricted cash and cash equivalents, end of period $ 16,893,420 $ 15,683,455 $ 9,925,812

8 unchanged sentences

(together with its consolidated subsidiaries, the “Company”).

On December 15, 2025, the Company effected a reincorporation from the State of Delaware to the State of Texas (the “Reincorporation”).

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

The Company offers (i) consumers their primary financial account for the cryptoeconomy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain.

The Company is remote-first and accordingly, does not maintain a headquarters.

Substantially all of the Company’s executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in the Company’s offices or in various of the Company’s offices distributed around the world.

The Company holds all of its stockholder meetings virtually.

The Company offers (i) consumers their primary financial account for the onchain economy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Consolidated Financial Statements and notes thereto.

Significant estimates and assumptions include the determination of the recognition, measurement, and valuation of current and deferred income taxes;

Significant estimates and assumptions include the identification and valuation of assets acquired and liabilities assumed in business combinations;

the valuation of goodwill and intangible assets, including impairments;

the valuation of privately-held strategic investments, including impairments;

the determination of the recognition, measurement, and valuation of current and deferred income taxes;

the fair value of performance stock-based awards issued;

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the impairment of long-lived assets;

the valuation of privately-held strategic investments, including impairments;

the identification and valuation of assets acquired and liabilities assumed in business combinations;

the fair value of derivatives;

loss contingency identification and valuation, including assessing the likelihood of adverse outcomes from positions, claims, and disputes, recoveries of losses recorded, and associated timing.

the fair value of derivatives and loss contingency identification and valuation, including assessing the likelihood of adverse outcomes from positions, claims, and disputes, recoveries of losses recorded, and associated timing.

Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

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Change in accounting principle

Safeguarding customer crypto assets and safeguarding customer crypto liabilities

On January 30, 2025, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No.

122 (“SAB 122”).

SAB 122 rescinds the previously-issued interpretative guidance included within SAB 121 with respect to accounting for obligations to safeguard crypto assets that an entity holds for its customers.

SAB 122 directs an entity to apply Accounting Standards Codification

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

(“ASC”) 450-20, Loss Contingencies to determine whether an entity has a liability related to risk of loss from an obligation to safeguard crypto assets for customers.

The Company has adopted SAB 122 as of December 31, 2024 on a retrospective basis.

As a result of the adoption of SAB 122, the Company has derecognized the Safeguarding customer crypto assets and Safeguarding customer crypto liabilities, and related deferred tax asset and liability, previously recognized in the Consolidated Financial Statements.

The Company has also reclassified crypto assets held as collateral and the related obligation to return collateral that were previously recognized within Safeguarding customer crypto assets and Safeguarding customer crypto liabilities to conform to current year presentation.

In accordance with GAAP, the periods presented have been retrospectively adjusted to reflect this change, with no impact on revenue, operating income, net income, earnings per share, or any other components of equity or net assets.

The following table shows the changes in presentation in the Consolidated Balance Sheets upon the Company’s change in accounting principle to reflect the derecognition of Safeguarding customer crypto assets and Safeguarding customer crypto liabilities (in thousands):

As of December 31, 2023

As Previously Reported

Adjustment As Adjusted

Safeguarding customer crypto assets

$ 192,583,060 $ ( 192,583,060 ) $ —

Safeguarding customer crypto liabilities

192,583,060 ( 192,583,060 ) —

Recent accounting pronouncements

Recently adopted accounting pronouncements

Segment reporting

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 amends ASC 280, Segment Reporting (“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments.

The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis.

See —Segment reporting below for additional information.

Crypto assets

On December 13, 2023, the FASB issued ASU No.

ASU 2023-08 amends ASC 350, Intangibles – Goodwill and Other, to provide guidance on the accounting for and disclosure of crypto assets and requires that the Company (i) subsequently remeasure crypto assets at fair value in the Consolidated Balance Sheets and record gains and losses from remeasurement in Net income (loss) in the Consolidated Statements of Operations;

(ii) present crypto assets separate from other intangible assets in the Consolidated Balance Sheets;

(iii) present the gains and losses from remeasurement of crypto assets separately in the Consolidated Statements of Operations;

and (iv) provide specific disclosures for crypto assets.

The Company early adopted ASU 2023-08 on January 1, 2024 on a modified retrospective basis.

Upon adoption, the Company recognized a fair value adjustment on crypto assets held of $ 739.5 million and established an associated deferred tax liability of $ 177.9 million , for a net cumulative-effect adjustment of $ 561.5 million increasing retained earnings.

Contemporaneously with the adoption of ASU 2023-08, the Company dedesignated $ 62.9 million of crypto assets borrowed that previously qualified as fair value hedges against the corresponding crypto asset borrowings.

There was a net zero impact of the cumulative fair value hedge basis adjustments that were reversed and recorded in

Accounting for payment stablecoins

Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral.

Payment stablecoins include USDC, EURC, and PYUSD.

In prior periods, EURC and PYUSD balances were not material and were presented together with USDC;

accordingly, references to “USDC” in prior

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Transaction expense in the Consolidated Statements of Operations.

As of December 31, 2023, the cumulative amount of the fair value hedge adjustment was $ 3.9 million.

As a result of the adoption of ASU 2023-08, the Company introduced four new categories of crypto assets held in the Consolidated Balance Sheets based on their nature:

Crypto assets held for investment, Crypto assets held for operations, Crypto assets borrowed, and Crypto assets held as collateral.

The following table shows the changes in presentation in the Consolidated Balance Sheets upon the Company’s adoption of ASU 2023-08 (in thousands) for previously recognized crypto assets held:

period disclosures include these stablecoins.

The Company previously accounted for payment stablecoins as financial instruments under Accounting Standards Codification (“ASC”) 310, Receivables, and applied the recognition and derecognition criteria under ASC 860, Transfers and Servicing, when transferring (or receiving) payment stablecoins.

The Company believes the reclassification of USDC to Cash and cash equivalents is preferable because it better reflects its economic substance and the manner in which it is utilized by the Company.

USDC is readily convertible to known amounts of cash, allowing for near-instant, one-to-one redemption of USDC for U.S.

Furthermore, the underlying reserves backing USDC, comprising cash in segregated accounts titled for benefit of USDC holders and a government money market fund that holds cash, short-duration U.S.

Treasuries, and overnight U.S.

Treasury repurchase agreements, exhibit the risk and liquidity characteristics of cash equivalents as defined in ASC 230, Statement of Cash Flows.

The Company further believes the application of our accounting policies for crypto lending, borrowing, and collateral to USDC lending, borrowing, and collateral is preferable as it aligns the accounting with our other crypto collateralized arrangements and financing activities and better reflects the risks and transfer of economic benefits of the related transactions.

This change in accounting principle has been applied retrospectively to all periods presented, including in the Consolidated Balance Sheets and Statements of Cash Flows.

This reclassification had no effect on previously reported total assets, total liabilities, equity, net income, or earnings per share for any period presented.

The following tables show the changes in presentation in the Consolidated Balance Sheets and Statements of Cash Flows upon the Company’s change in accounting principle (in thousands):

Consolidated Balance Sheets Extract

December 31, 2024

Previously Reported

Crypto assets held

$ 449,925 $ ( 449,925 ) $ —

Crypto assets held for investment

— 330,610 330,610

Crypto assets held for operations

— 74,103 74,103

Crypto assets borrowed

— 45,212 45,212

$ 449,925 $ — $ 449,925

See —Collateralized Arrangements and Financing, Crypto assets held for operations, and Crypto assets held for investments below, and Notes 4.

Collateralized Arrangements and Financing, 5.

Crypto Assets Held for Operations and 7.

Crypto Assets Held for Investment for additional information.

As a result of the adoption of ASU 2023-08, the Company no longer records Crypto asset impairment, net in the Consolidated Statements of Operations.

During the years ended December 31, 2023 and 2022, an immaterial amount and $ 722.2 million, respectively, was recorded.

On December 14, 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by jurisdiction.

The Company early adopted ASU 2023-09 for the year ended December 31, 2024 on a prospective basis.

Income Taxes for additional information.

Accounting pronouncements pending adoption

On November 4, 2024, the FASB issued ASU No.

Cash and cash equivalents $ 8,543,903 $ 764,363 $ 9,308,266

Restricted cash and cash equivalents 38,519 308,650 347,169

USDC 1,241,808 ( 1,241,808 ) —

Loan receivables 475,370 168,795 644,165

Net adjustment $ —

Consolidated Statements of Cash Flows Extracts

Year Ended December 31, 2024

Previously Reported

Changes in operating assets and liabilities $ ( 478,002 ) $ 547,091 $ 69,089

Loans originated ( 1,700,055 ) ( 5,664,138 ) ( 7,364,193 )

Proceeds from repayment of loans 1,488,500 5,700,988 7,189,488

Assets pledged as collateral ( 2,895 ) ( 98,034 ) ( 100,929 )

Return of assets pledged as collateral 1,191 145,905 147,096

Purchase of investments ( 41,333 ) ( 18,582 ) ( 59,915 )

Dispositions of investments 4,914 87 5,001

Purchases of crypto assets held for investment ( 12,451 ) ( 22,731 ) ( 35,182 )

Dispositions of crypto assets held for investment 54,039 37,886 91,925

Proceeds from short-term borrowings — 122,566 122,566

Repayments of short-term borrowings — ( 48,407 ) ( 48,407 )

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

Previously Reported Adjustment As Adjusted

Gains on crypto assets held, net (pre ASU 2023-08) $ ( 145,594 ) $ 27,944 $ ( 117,650 )

Changes in operating assets and liabilities 326,206 ( 277,554 ) 48,652

Loans originated ( 586,691 ) ( 336,645 ) ( 923,336 )

Proceeds from repayment of loans 513,698 133,750 647,448

Assets pledged as collateral ( 27,899 ) ( 131,936 ) ( 159,835 )

Return of assets pledged as collateral 68,338 127,690 196,028

Purchase of investments ( 11,822 ) ( 7,013 ) ( 18,835 )

Dispositions of investments 3,430 113 3,543

Purchase of crypto assets held (pre ASU 2023-08) ( 277,367 ) ( 2,501 ) ( 279,868 )

Sale of crypto assets held (pre ASU 2023-08) 461,325 4,974 466,299

Customer collateral received 66,014 255,384 321,398

Return of customer collateral ( 64,952 ) ( 282,257 ) ( 347,209 )

Recent accounting pronouncements

Recently adopted accounting pronouncements

Disaggregation of income statement expenses

On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”).

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ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.

The Company early adopted ASU 2024-03 on December 31, 2025 on a retrospective basis.

Other Consolidated Statements of Operations Details for the disaggregation of relevant expense captions.

Accounting pronouncements pending adoption

On September 18, 2025, the FASB issued ASU No.

2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 amends ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software, to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met.

ASU 2025-06 is required to be adopted for fiscal years commencing after December 15, 2027, with early adoption permitted.

ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption, based on the status of the project and whether software costs were capitalized before the date of adoption.

The Company anticipates using a prospective transition approach and is evaluating the impact of adopting the standard on the Consolidated Financial Statements.

Segment reporting

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The Company’s Chief Executive Officer and President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss).

The CODM uses net income (loss) and operating

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income and operating income (loss).

The CODM uses net income and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes.

Information on Net income and Operating income (loss) is disclosed

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes.

Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statements of Operations.

in the Consolidated Statements of Operations.

Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

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Revenue recognition

The Company determines revenue recognition from contracts with customers through the following steps:

• identification of the contract, or contracts, with the customer;

• identification of the performance obligations in the contract;

• determination of the transaction price;

• allocation of the transaction price to the performance obligations in the contract;

• recognition of the revenue when, or as, the Company satisfies a performance obligation.

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which the Company expects to be entitled.

Transaction revenue

Consumer transaction revenue represents transaction fees earned from customers that are primarily individuals, while institutional transaction revenue represents transaction fees earned from institutional customers, such as hedge funds, family offices, principal trading firms, and financial institutions.

Other transaction revenue includes Base sequencer revenue.

Consumer and institutional revenue

Transaction fees comprise a single performance obligation to provide a crypto asset matching service when customers buy, sell, or convert crypto assets.

The Company is an agent in transactions between customers and presents revenue for the fees earned on a net basis.

Judgment is required in determining whether the Company is the principal or the agent in transactions between customers.

The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset provided before it is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers to provide the crypto asset to the customer (net).

The Company does not control the crypto asset being provided before it is transferred to the buyer, does not have inventory risk related to the crypto asset, and is not responsible for the fulfillment of the crypto asset.

The Company also does not set the price for the crypto asset as the price is a market rate established by users of the platform.

As a result, the Company has determined that it acts as an agent in facilitating the ability for a customer to purchase crypto assets from another customer.

The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed.

Contracts with customers, which include user agreements, are open-ended and can be terminated by either party without a termination penalty.

Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided.

The Company charges a fee at the transaction level.

The transaction price, represented by the transaction fee, is calculated based on volume and varies depending on payment type and the value of the transaction.

For certain customers, the Company utilizes a tiered pricing strategy for crypto asset

The Company earns transaction fees primarily from providing crypto asset matching services and executing trades on the Company’s derivative exchanges.

The Company considers the matching of buyers and sellers to buy, sell or convert crypto assets or the execution of a derivative trade to be a single performance obligation.

The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed or the trade is executed.

Contracts with customers are defined at the transaction level as they are open-ended and may be terminated by either party without penalty.

The transaction price, determined at the transaction level, is calculated based on volume and varies depending on payment type, transaction value, and the Company’s published fee disclosures.

Transaction fees may be variable based on tiered discounts driven by trading volume in a prior historical period.

Volume-based tiered discounts are not considered material rights as they correspond to the standalone selling prices typically offered to the respective customer class.

Transaction fees are reduced by any transaction-specific rebates provided to the customer.

In instances where transaction fees are collected in crypto assets, revenue is measured based on the fair value of the crypto assets received at the time of the transaction.

Transaction revenue is recognized net of an allowance for estimated transaction fee reversals (such as credit card chargebacks or bank disputes).

These estimates are determined using the most likely amount method, relying on historical experience and judgment regarding the probability of significant reversals.

These estimates of variable consideration are reassessed each reporting period.

While the reversal of the transaction fee is recorded as a reduction of net revenue, any loss of the underlying crypto asset resulting from the reversal is included in Transaction expense.

The Company applies judgment to determine whether it is the principal or the agent in transactions.

The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset or derivative instrument before it is transferred to the customer (gross) or whether it acts as an agent by matching buyers and sellers of crypto assets or executing trades between customers (net).

The Company does not control the crypto asset or derivative instrument provided before it is transferred to the buyer, does not have inventory risk, and is not responsible for fulfillment.

The Company also does not set the price for the crypto asset or derivative instrument as the price is a market rate established by users of the platform.

As a result, the Company has determined that it acts as an agent in transactions between customers.

Other transaction revenue

Generally, Other transaction revenue consists of a single performance obligation and is recognized at the time that a transaction is executed.

Base sequencer revenue is denominated in crypto

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

transactions, whereby the fee rates charged for purchase or sale transactions executed by a customer on the Company’s platform are driven primarily by transaction volume processed for a specific historical period.

The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume.

The transaction fee is collected from the customer at the time the transaction is executed.

In certain instances, the transaction fee can be collected in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction.

Transaction revenue includes estimates for reductions in revenue from transaction fee reversals that may not be recovered from customers.

Such reversals occur when the customer disputes a transaction processed on their credit card or their bank account for a variety of reasons and seeks to have the charge reversed after the Company has processed the transaction.

These amounts are estimated based upon the most likely amount of consideration to which the Company will be entitled.

All estimates are based on historical experience and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur.

All estimates of variable consideration are reassessed periodically.

The total transaction price is allocated to the single performance obligation.

While the Company recognizes transaction fee reversals as a reduction of net revenue, crypto asset losses related to those same transaction reversals are included in Transaction expense.

Transaction fees for derivatives comprise trade execution fees recognized as revenue by the Company for meeting the performance obligation of executing a trade on its derivative exchanges.

Trade execution fees can be variable based on trade volume tiered discounts, determined based on prior month trading volumes, and are reduced by any transaction-specific rebates provided to the customer.

Trade execution fees, as well as any tiered volume discounts, are calculated in accordance with the Company’s published fee schedules.

Other transaction revenue

Other transaction revenue primarily comprises Base sequencer revenue and fees the Company charges customers at the transaction level to process deposits to, and withdrawals from, the Company’s platform, Generally, Other transaction revenue consists of a single performance obligation and is recognized at the time that a transaction is executed.

Base sequencer revenue is denominated in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction.

assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction.

Subscription and services revenue

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From the Payment Base, (i) Circle retains a portion in consideration of its role as issuer of USDC, (ii) the Company and Circle earn an amount based on the share of USDC held on their respective platforms, (iii) other approved participants in the USDC ecosystem earn an amount based on terms agreed between the approved participant, Circle, and the Company, and (iv) the Company receives 50% of the remaining Payment Base.

The arrangement is not within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) as Circle is not a customer of the Company.

The arrangement is not within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”) as Circle is not a customer of the Company.

Revenue is accrued on a monthly basis as it becomes realizable.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Blockchain rewards

1 unchanged sentence

Blockchain protocols, or the participants that form the protocol networks, reward users for performing various activities on the blockchain.

The most common form today is participating in proof-of-stake networks, however, there are other consensus algorithms.

The Company considers itself the principal in transactions with the blockchain networks, and therefore presents such blockchain rewards earned on a gross basis.

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Interest income earned from customer custodial funds is calculated using the interest method and is not within the scope of ASC 606.

Prime Financing interest income on fiat and USDC denominated loans receivable is accrued using the interest method over the term of the loan, and is not within the scope of ASC 606.

Prime Financing fees earned on crypto asset loans receivable are denominated in crypto assets and are recognized on an accrual basis over the over term of the loan.

Financing interest income on fiat and payment stablecoin loan receivables is accrued using the interest method over the term of the loan, and is not within the scope of ASC 606.

Financing fees earned on crypto asset loan receivables are denominated in crypto assets and are recognized on an accrual basis over the over term of the loan.

The amount earned depends on the total loans issued and the contractual rates.

Custodial fee revenue

The Company provides a dedicated secure cold storage solution to customers through Prime Custody and earns a fee, which is based on a contractual percentage of the daily value of assets under custody.

The fee is collected on a monthly basis.

These contracts typically have one performance obligation which is provided and satisfied over the term of the contracts as customers simultaneously receive and consume the benefits of the services.

The contract may be terminated by a customer at any time, without incurring a penalty.

Customers are billed on the last day of the month during which services were provided, with the amounts generally being due within thirty days of receipt of the invoice.

Other subscription and services revenue

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developer product revenue, including items such as delegation, participation and infrastructure services;

custodial fees for a dedicated cold storage solution provided to customers through Prime Custody;

and revenue from other subscription licenses.

Generally, revenue from other subscription and services contains one performance obligation, may have variable and non-cash consideration, and is recognized at a point in time or over the period that services are provided.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Other revenue

Corporate interest and other income

Corporate interest and other income primarily comprises interest income earned on corporate cash and cash equivalents held at third-party banks and asset managers, calculated using the interest method and reported within Other revenue in the Consolidated Statements of Operations.

Corporate interest and other income primarily comprises interest income earned on corporate cash and cash equivalents, calculated using the interest method and reported within Other revenue in the Consolidated Statements of Operations.

Collateralized arrangements and financing

Lending and related collateral

The Company lends corporate cash, USDC, crypto assets borrowed, and crypto assets held for investment to eligible institutional customers through Prime Financing.

Prime Financing loans may have

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

open ended or fixed terms that are less than one year, with the exception of trade finance arrangements, which enable customers to instantly invest in crypto assets without pre-funding their trade.

The Company lends fiat, payment stablecoins, crypto assets borrowed, and crypto assets held for investment to eligible institutional customers.

Institutional financing loans may have open ended or fixed terms that are less than one year, with the exception of trade finance arrangements.

These arrangements are typically settled in one to three days.

Fiat and crypto asset loan receivables are recorded in Loan receivables in the Consolidated Balance Sheets.

Fiat loans receivable are measured at amortized cost.

The carrying value of fiat loan receivables approximates their fair value due to their short-term duration of less than 12 months.

USDC loaned to customers is not derecognized from the Consolidated Balance Sheets as the borrower has an obligation to return the same financial assets (USDC) back to the Company in order to release the collateral pledged for the loan.

If a lending arrangement is open-ended, there is a call option and written put option on the same or similar asset embedded within the loan.

This constitutes a form of continuing involvement with the USDC transferred and therefore the Company maintains effective control over the USDC.

USDC loaned remains recorded in USDC in the Consolidated Balance Sheets.

Crypto asset loan receivables are initially and subsequently measured at the fair value of the underlying crypto asset loaned with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations.

Interest receivable is recorded on an accrual basis separately from the carrying value of the loan receivables within Accounts receivable, net in the Consolidated Balance Sheets.

Fee income earned on these loans are recorded in Interest and finance fee income within Net revenue in the Consolidated Statements of Operations.

Prime Financing loans are fully collateralized by a customer’s pledged fiat, USDC, or crypto assets, as applicable.

Loan receivables are recorded in Loan receivables in the Consolidated Balance Sheets.

Fiat and payment stablecoin loan receivables are measured at amortized cost, which approximates fair value given their short-term nature (generally less than 12 months) and fully collateralized structure.

Crypto asset loan receivables are measured at the fair value of the underlying crypto asset loaned, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations.

Accrued interest is recorded separately within Accounts receivable, net in the Consolidated Balance Sheets.

Fee income is recorded in Interest and finance fee income within Net revenue in the Consolidated Statements of Operations.

Institutional financing loans are fully collateralized by a customer’s pledged fiat, payment stablecoins, or crypto assets, as applicable.

The Company adheres to strict internal risk management and liquidation protocols for loan counterparty defaults, including restricting trading and withdrawals and liquidating assets in borrowers’ accounts as contractually permitted.

The Company continuously and systematically monitors the fair value of the related collateral assets pledged compared to the fair value of the related loan receivable and customer loans not meeting recognition criteria, and if the value of the borrower’s eligible collateral falls below the required collateral requirement, the customer is obligated to deposit additional collateral up to the required collateral level.

Accordingly, the Company applies the collateral maintenance provision practical expedient to determine if an allowance for doubtful accounts is required on loans receivable (including loans that do not meet the criteria for derecognition of the USDC or recognition of the related loans receivable).

The Company’s credit exposure is significantly limited and no allowance, write-offs, or recoveries have been recorded against loan receivables or customer loans not meeting recognition criteria for the periods presented due to the collateral requirements the Company applies to such loans, the Company’s process for collateral maintenance, and collateral held on the Company’s platform.

The Company continuously and systematically monitors the fair value of the related collateral assets pledged compared to the fair value of the related loan receivable, and if the value of the borrower’s eligible collateral falls below the required collateral requirement, the customer is obligated to deposit additional collateral up to the required collateral level.

Accordingly, the Company applies the collateral maintenance provision practical expedient to determine if an allowance for doubtful accounts is required on loan receivables.

The Company’s credit exposure is significantly limited and no allowance, write-offs, or recoveries have been recorded against loan receivables for the periods presented due to the collateral requirements the Company applies to such loans, the Company’s process for collateral maintenance, and collateral held on the Company’s platform.

The Company would recognize credit losses on these loans if there is a collateral shortfall and it is not reasonably expected that the borrower will replenish such a shortfall.

Due to the nature of the collateral the Company requires to be pledged, the Company is readily able to liquidate in the case of the borrower’s default.

The Company accounts for collateral it receives as follows, with an associated obligation to return collateral, as applicable:

Collateral Received

Recognition Trigger

Fiat collateral is recognized if the Company obtains control of the collateral.

USDC collateral on fiat or crypto asset loan receivables are recognized only in the event of default.

If USDC collateral is sold, the associated proceeds are recognized.

USDC collateral on USDC loans not meeting the recognition criteria is recognized if the Company has the right to sell, pledge, or rehypothecate the collateral.

Crypto assets

Crypto asset collateral is recognized if the Company obtains control of the collateral.

(1) The Company does not reuse or rehypothecate customer USDC or crypto assets nor grant security interests in such assets, in each case unless required by law or expressly agreed to by the customer.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company recognizes collateral it receives, with an associated obligation to return collateral, when it obtains control of the collateral.

The Company does not reuse or rehypothecate customer payment stablecoins or crypto assets nor grant security interests in such assets, in each case unless required by law or expressly agreed to by the customer.

Crypto assets held as collateral are initially recorded at cost and are subsequently remeasured at fair value with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations.

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Gains and losses at the time of derecognition are determined on a weighted average cost basis.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Obligation to return collateral in the form of crypto assets is accounted for as a hybrid instrument, with a liability host contract that contains an embedded derivative based on the changes in fair value of the underlying crypto asset.

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Borrowings and related collateral

To facilitate Prime Financing loans, the Company may borrow USDC and crypto assets from third parties.

USDC borrowed by the Company that has not been subsequently sold or rehypothecated is not recorded in the Consolidated Balance Sheets as it does not meet the criteria for recognition as the Company has an obligation to return the same financial assets (USDC) back to the lender in order to release the collateral pledged for the loan.

If a borrowing arrangement is open-ended, there is a call option and written put option on the same or similar asset embedded within the borrowing.

This constitutes a form of continuing involvement with the USDC transferred and therefore the lender maintains effective control over the USDC.

USDC that has been subsequently sold or rehypothecated is recognized as USDC with a corresponding liability in Other payables in the Consolidated Balance Sheets.

Crypto assets borrowed by the Company are recorded in Crypto assets borrowed, and the associated liabilities are recorded in Crypto asset borrowings in the Consolidated Balance Sheets.

Crypto assets borrowed by the Company, that have not been loaned out, are recorded in Crypto assets borrowed in the Consolidated Balance Sheets.

To facilitate institutional financing loans, the Company may borrow fiat, payment stablecoins and crypto assets from third parties.

Payment stablecoins borrowed by the Company that have not been subsequently sold or rehypothecated are recognized within Cash and cash equivalents with a corresponding liability in Short-term borrowings in the Consolidated Balance Sheets.

Crypto assets borrowed by the Company are recorded in Crypto assets borrowed, and the associated liabilities are recorded in Short-term borrowings in the Consolidated Balance Sheets.

Crypto assets borrowed are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations.

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These borrowings bear a fee payable by the Company to the lender, which is based on a percentage of the amount borrowed.

Fee expenses for crypto asset borrowings are accrued and recognized over the term of the loan to recognize the costs of the loan for the period that the loan is outstanding and are included in Transaction expense in the Consolidated Statements of Operations.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Under the terms of the Company’s USDC and crypto asset borrowing arrangements, the Company may be required to maintain a collateral to borrowing ratio and pledge fiat, USDC, or crypto assets as collateral.

Fee expenses for crypto asset borrowings are accrued and expensed over the term of the loan and are included in Transaction expense in the Consolidated Statements of Operations.

Under the terms of the Company’s payment stablecoin and crypto asset borrowing arrangements, the Company may be required to maintain a collateral to borrowing ratio and pledge fiat, payment stablecoins, or crypto assets as collateral.

The lender is not obligated to return collateral equal to the fair value of the borrowings if the Company defaults on its borrowings.

As of December 31, 2025, the Company has not defaulted on any of its borrowings.

The Company accounts for collateral it pledges as follows:

• Fiat pledged is derecognized and a related receivable is recognized within Other current assets in the Consolidated Balance Sheets.

• USDC pledged as collateral where the lender has the right to sell, pledge, or rehypothecate the collateral is recorded within Other current assets in the Consolidated Balance Sheets.

• USDC pledged as collateral where the lender does not have the right to sell, pledge, or rehypothecate the collateral remains recorded within USDC in the Consolidated Balance Sheets.

• Crypto assets pledged as collateral are derecognized and a related receivable is recognized in Other current assets in the Consolidated Balance Sheets if the Company has lost control of collateral.

• Crypto assets pledged as collateral where the Company retains control of the collateral remains recorded within Crypto assets borrowed or Crypto assets held for investment in the Consolidated Balance Sheets.

The Company’s accounting for pledged collateral is determined by whether control is retained or surrendered.

The Company derecognizes collateral it pledges when it loses control of the collateral, resulting in the recognition of the related collateral receivable within Other current assets in the Consolidated Balance Sheets.

When the Company retains control of the collateral, fiat and payment stablecoins pledged as collateral are reclassified to Restricted cash and cash equivalents and where crypto assets are pledged, the collateral remains recorded within Crypto assets borrowed or Crypto assets held for investment, each within the Consolidated Balance Sheets.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Customer derivatives and margin

The Company executes trade matching and other trading activities of derivative contracts between customers on its platform.

These transactions are subject to margin requirements with customers to help the Company mitigate its exposure to credit risk from a customer’s failure to fulfill its obligations in a trade.

Crypto assets and payment stablecoins pledged by customers to meet margin requirements are not recognized in the Consolidated Balance Sheets unless the customer expressly agrees to transfer control to the Company, in which case they are recognized on the same basis as discussed in the Lending and related collateral section above.

Fiat pledged by customers to meet margin requirements is recognized in Customer custodial funds with an offsetting liability in Customer custodial fund liabilities in the Consolidated Balance Sheets.

Cash and cash equivalents

Cash and cash equivalents include cash and interest-bearing highly liquid investments, such as money market funds, held at financial institutions and asset managers, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at venues.

Venues include other crypto asset trading platforms that hold money transmitter licenses and payment processors.

Cash and cash equivalents comprise cash that is not restricted as to withdrawal or use, payment stablecoins, and interest-bearing highly liquid investments, such as money market funds with an initial maturity of three months or less, held in accounts at financial institutions or venues.

Financial institutions include asset managers, while venues include payment processors, clearing brokers, and other financial services providers.

Payment stablecoins

Payment stablecoins, which include USDC, EURC, and PYUSD, are redeemable on a one-to-one basis for cash and cash equivalents and are classified as Cash and cash equivalents in the Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the reserves backing these payment stablecoins were held by the issuer in cash and cash equivalents in segregated accounts titled for the benefit of payment stablecoins holders.

Funds held at financial institutions

Cash and cash equivalents are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured.

Cash and cash equivalents, excluding payment stablecoins which are held on our platform, are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured.

The Company may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000.

The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

Funds held at trading venues, payment processors, and clearing brokers

The Company holds cash at trading venues, payment processors, and clearing brokers, and performs a regular assessment of these venues as part of its risk management process.

As of December 31, 2024 and 2023, the Company held $ 88.2 million and $ 88.8 million, respectively, in cash at these venues.

Funds held at venues

The Company holds cash at venues, and performs a regular assessment of these venues as part of its risk management process.

As of December 31, 2025 and 2024, the Company held $ 110.8 million and $ 88.2 million, respectively, in cash at venues.

Restricted cash and cash equivalents

The Company has restricted cash deposits and interest-bearing highly liquid investments held at financial institutions related to operational reserves.

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

dollars and is accounted for as a financial instrument in the Consolidated Balance Sheets.

Circle reported that, as of December 31, 2024 and 2023, underlying reserves were held in cash within segregated accounts titled for the benefit of USDC holders and a government money market fund that held cash, short-duration U.S.

Treasuries, and overnight U.S.

Treasury repurchase agreements and were in excess of the outstanding amount of USDC.

Restricted cash and cash equivalents also includes payment stablecoins pledged as collateral where the Company retains control of the payment stablecoins.

These payment stablecoins are contractually restricted and not available for general corporate use until the related borrowings are repaid.

Crypto assets held for operations

The Company may receive crypto assets as a form of payment for transaction revenue, blockchain rewards, and other subscriptions and services revenue, which are recorded in Crypto assets held for operations in the Consolidated Balance Sheets when received.

Crypto assets received as a form of

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Crypto assets held for operations

The Company may receive crypto assets as a form of payment for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue, which are recorded in Crypto assets held for operations in the Consolidated Balance Sheets when received.

Crypto assets received as a form of payment are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately.

Crypto assets held for operations are initially recorded at the transaction price of the crypto assets at initial recognition and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Gains on crypto assets held for operations, net in the Consolidated Statements of Operations.

payment are converted to cash or used to fulfill expenses, primarily blockchain rewards fees, nearly immediately.

Therefore, the associated risk of exposure of these assets to crypto asset price fluctuations, even during periods of significant volatility, has been immaterial.

Crypto assets held for operations are initially recorded at the transaction price of the crypto assets at initial recognition and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Losses (gains) on crypto assets held for operations, net in the Consolidated Statements of Operations.

Realized gains and losses on disposition are recognized on a first-in-first-out basis.

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Gains and losses are influenced by the volume and mix of crypto assets received and used, and the timing of the turnover of these crypto assets.

Cash flows from crypto assets held for operations are recorded as Net changes in operating assets and liabilities in the Consolidated Statements of Cash Flows.

Cash flows from crypto assets held for operations are recorded as Changes in operating assets and liabilities in the Consolidated Statements of Cash Flows.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates, and are recognized as an asset in the Consolidated Balance Sheets.

Accounts receivable, net consists of stablecoin revenue receivable, customer fee revenue receivable, and other receivables.

Stablecoin revenue receivable represents the Company’s portion of income earned and receivable on USDC reserves through its arrangement with Circle.

Customer fee revenue receivable primarily comprises receivables from custodial fee revenue and other subscription and services revenue.

Receivables are recorded at the transaction price, representing consideration to which the Company expects to be entitled to in exchange for satisfying performance obligations.

For obligations satisfied over time, receivables are recognized as revenue is earned, typically monthly.

For obligations satisfied at a point in time, receivables are recognized when the obligation is complete.

Accounts receivable are contractual rights to receive cash or crypto assets and consist of stablecoin revenue receivable, customer accounts receivable, and other receivables.

Stablecoin revenue receivable represents the Company’s portion of income earned and receivable on payment stablecoin reserves through its arrangements with the issuers of these stablecoins.

Customer accounts receivable primarily comprises receivables from custodial fee revenue and other transaction fee and subscription and services revenue.

Receivables are recorded at the transaction price when the Company’s performance obligations are satisfied, either at a point in time or over time (typically monthly).

Accounts receivable denominated in crypto assets represent rights to receive a fixed amount of crypto assets at the time of invoicing and are initially and subsequently measured at the fair value of the underlying crypto assets to be received, with changes in the fair value recorded in Other operating expense, net in the Consolidated Statements of Operations.

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Crypto assets held for investment are primarily held long term.

The Company does not engage in regular trading of these assets but may lend them through Prime Financing or stake them.

The Company does not engage in regular trading of these assets but may lend them or stake them.

When crypto assets that were loaned are returned, they continue to be held for investment.

Collateralized Arrangements and Financing for details on Prime Financing activities.

Crypto assets held for investment are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Gains on crypto assets held for investment, net in the Consolidated Statements of Operations.

Realized gains and losses

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Notes to Consolidated Financial Statements

on disposition are recognized on a specific identification basis.

Collateralized Arrangements and Financing for details on institutional financing activities.

Crypto assets held for investment are initially recorded at cost and are subsequently remeasured at fair value at the end of each reporting period, with changes in fair value recognized in Losses (gains) on crypto assets held for investment, net in the Consolidated Statements of Operations.

Realized gains and losses on disposition are recognized on a specific identification basis.

Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement.

Crypto assets held for investment that are loaned through Prime Financing are derecognized and related crypto asset loan receivables are recognized for the period that the loan is outstanding.

Crypto assets held for investment that are loaned are derecognized and related crypto asset loan receivables are recognized for the period that the loan is outstanding.

See discussion of accounting for crypto asset loan receivables under —Lending and related collateral above.

Crypto assets held for investment that are staked remain recorded within Crypto assets held for investment in the Consolidated Balance Sheets.

Staking rewards earned by the Company through staking of these assets are recognized as an addition to Crypto assets held for investment and in Other (income) expense, net in the Consolidated Statements of Operations in the period received.

Staking rewards earned by the Company through staking of these assets are recognized as an addition to Crypto assets held for investment and in Other income, net in the Consolidated Statements of Operations in the period received.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Software and equipment, net

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Depreciation and amortization is computed using the straight-line method over the lesser of the estimated useful life of the asset or the remaining lease term, as applicable.

The estimated useful lives of capitalized internally developed software range from one to three years .

The remaining balance of software and equipment consists of furniture and fixtures, computer equipment, and leasehold improvements, for which the useful lives generally range from one to eight years .

The estimated useful lives of capitalized internally developed software is three years .

The remaining balance of software and equipment consists of furniture and fixtures, computer equipment, and leasehold improvements, for which the useful lives generally range from one to 10 years.

Capitalized software consists of costs incurred during the application development stage of internal-use software or implementation of a hosting arrangement that is a service contract.

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Business combinations, goodwill, and acquired intangible assets

The results of businesses acquired in a business combination are included in the Consolidated Financial Statements from the date of the acquisition.

The Company accounts for its business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date.

Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

Acquisition-related costs incurred by the Company are recognized as an expense in General and administrative expenses within the Consolidated Statements of Operations.

The Company uses its best estimates and assumptions to assign fair values to the tangible and intangible assets acquired and liabilities assumed at the acquisition date.

The Company’s estimates are inherently uncertain and subject to refinement.

During the measurement period, which may be up to one year from the acquisition date, and to the extent that the value was not previously finalized, the Company continues to collect information about facts and circumstances that existed at the date of acquisition, reevaluates these estimates and assumptions quarterly, and may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date.

The Company accounts for business combinations using the acquisition method.

Purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated acquisition-date fair values, with any excess consideration recognized as goodwill.

T he results of acquired businesses are included in the Consolidated Financial Statements from the date of the acquisition.

Acquisition-related costs are expensed as incurred in General and administrative expenses within the Consolidated Statements of Operations.

Estimates of fair value are subject to refinement.

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, if new information is obtained about facts and circumstances that existed at the acquisition date.

Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of Operations.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Goodwill is tested for impairment at the reporting unit level on an annual basis (October 1 for the Company) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Goodwill is tested at the reporting unit level.

If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized for the amount of the excess, limited to the total amount of goodwill allocated to that reporting unit.

Acquired intangible assets with a definite useful life are amortized over their estimated useful lives on a straight-line basis.

Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Intangible assets assessed as having indefinite lives are not amortized, but are assessed for indicators that the useful life is no longer indefinite or for indicators of impairment each period.

Amortization of acquired developed technology is recorded under Technology and development expense and amortization of other acquired intangible assets is recorded under General and administrative expense in the Consolidated Statements of Operations.

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When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets.

In the event future undiscounted cash flows do not exceed the carrying amount of the assets, the asset would be considered impaired.

The impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets.

If the future undiscounted cash flows do not exceed the carrying amount of the assets, an impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets.

Long-term debt and interest expense

Long-term debt is carried at amortized cost.

The Company accounts for the 2030 and 2026 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging (“ASC 815”), and (2) the 2030 and 2026 Convertible Notes were not issued at a substantial discount.

The Company accounts for the 2026, 2029, 2030, and 2032 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

derivative under ASC 815, Derivatives and Hedging (“ASC 815”), and (2) these convertible notes were not issued at a substantial discount.

Coupon interest on the Company’s long-term debt comprises the majority of Interest expense in the Consolidated Statements of Operations.

Debt discounts and debt issuance costs are also amortized to Interest expense in the Consolidated Statements of Operations using the effective interest method over the contractual term of the respective note.

Capped calls entered into in connection with the Company’s long-term debt meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to Additional paid-in capital within Total stockholders’ equity in the Consolidated Balance Sheets.

The Company recognizes gains and losses on extinguishment of long-term debt as the difference between the reacquisition price and the net carrying amount of the debt, and these gains and losses are recognized in current-period earnings in Other (Income) Expense, Net in the Consolidated Statements of Operations.

Capped calls entered into in connection with the Company’s long-term debt meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to Additional paid-in capital within Total shareholders’ equity in the Consolidated Balance Sheets.

The Company recognizes gains and losses on extinguishment of long-term debt as the difference between the reacquisition price and the net carrying amount of the debt, and these gains and losses are recognized in current-period earnings in Other income, net in the Consolidated Statements of Operations.

Customer custodial funds and Customer custodial fund liabilities

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In these cases, the Company restricts the use of these assets and classifies them as current based on their purpose and availability to fulfill the Company’s direct obligation under Customer custodial fund liabilities in the Consolidated Balance Sheets.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Certain jurisdictions where the Company operates require the Company to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law in these jurisdictions, equal to at least 100% of the aggregate amount of all applicable customer custodial fund liabilities.

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

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, 2025 and 2024, the Company’s eligible liquid assets were greater than the aggregate amount of Customer custodial fund liabilities.

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The Company determines if an arrangement is a lease at inception.

The Company’s leases are primarily operating leases for corporate offices.

Operating lease right-of-use (“ROU”) assets are included in Other non-current assets, and current and non-current lease liabilities are included in Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term.

Most leases do not provide an implicit rate, so the Company uses its incremental borrowing rate.

The Company’s incremental borrowing rate is estimated to approximate the interest rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment to where the leased asset is located.

The operating lease ROU assets also include any lease payments made before commencement and exclude lease incentives.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Operating lease ROU assets also include any lease payments made before commencement and exclude lease incentives.

As the Company’s leases do not generally provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement to determine the present value of

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

future payments.

Lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

Lease expense is recognized on a straight-line basis over the lease term.

The Company has made the policy election to account for short-term leases by recognizing the lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and not recognizing these leases in the Consolidated Balance Sheets.

Variable lease payments are recognized in the Consolidated Statements of Operations in the period in which the obligation for those payments is incurred.

The Company has real estate lease agreements with lease and non-lease components for which the Company has made the accounting policy election to account for these agreements as a single lease component.

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These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors.

Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in Transaction expense, Other operating expense, net, or Other (income) expense, net in the Consolidated Statements of Operations, depending on the nature of the derivative.

Cash flows from derivative contracts are recognized as investing activities and adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company holds strategic investments, which are included in Other non-current assets in the Consolidated Balance Sheets.

Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in Transaction expense, Other operating expense, net, or Other income, net in the Consolidated Statements of Operations, depending on the nature of the derivative.

Cash flows from derivative contracts are recognized as investing activities and adjustments to reconcile Net income to Net cash provided by operating activities in the Consolidated Statements of Cash Flows, depending on the nature of the derivative.

The Company holds marketable securities and strategic investments, which are recorded within Marketable investments and Strategic investments in the Consolidated Balance Sheets.

Marketable investments primarily include equity securities and are measured and recorded at fair value on a recurring basis.

These investments are available for trading subject to any associated lock up.

The Company’s strategic investments primarily include equity investments in privately held companies without readily determinable fair values where the Company (1) holds less than 20% ownership in the entity and (2) does not exercise significant influence.

These investments are recorded at cost and adjusted for:

(i) observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or (ii) impairment, which are recorded in Other (income) expense, net in the Consolidated Statements of Operations.

(i) observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or (ii) impairment.

Marketable and strategic investments activities are recorded in Other income, net in the Consolidated Statements of Operations.

Fair value measurements

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Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Transaction expense includes certain costs incurred to operate the Company’s platform, process crypto asset trades, and perform wallet services, and are directly associated with generating revenue.

These costs include blockchain rewards distributed to customers for their participation in blockchain activities such as staking, account verification fees, fees paid to payment processors and other financial institutions for customer transaction activity, contract acquisition costs, crypto asset losses due to transaction reversals, blockchain transaction fees to process transactions on blockchain networks, transaction rebates, and loan fees on crypto asset borrowings.

Also included in Transaction expense are gains and losses from remeasurement of the fair value of crypto asset borrowings, obligations to return crypto asset collateral, crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets, which are by their nature offsetting and net to an immaterial amount.

Fixed-fee costs are expensed over the term of the contract and transaction-level costs are expensed as incurred.

Primary components include blockchain rewards distributed to customers for their participation in blockchain activities such as staking, account verification fees, fees paid to payment processors and other financial institutions for customer transaction activity, blockchain network fees, transaction rebates, and crypto asset losses from transaction reversals.

Transaction expense also includes gains and losses from the fair value remeasurement of crypto asset borrowings, obligations to return crypto asset collateral, crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets.

These items are offsetting by nature and generally net to an immaterial amount.

Transaction-level costs are expensed as incurred, while fixed-fee costs are expensed over the contract term.

The Company has elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise have been recognized is one year or less.

Sales and marketing

Sales and marketing expenses primarily comprise personnel-related expenses (including employee cash, stock-based compensation, and other employee benefits), marketing programs costs, USDC rewards, and costs related to customer acquisition.

Sales and marketing costs are expensed as incurred.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company defines its selling expenses in accordance with ASC 220 as Sales and marketing expenses as presented in the Consolidated Statements of Operations.

These expenses primarily comprise employee-related expenses, marketing programs, USDC rewards, and customer acquisition expenses.

Employee-related costs include employee cash, stock-based compensation, and other employee benefits.

Marketing programs costs primarily represent third-party advertising expenses.

Employee-related advertising costs are immaterial for all periods presented.

Stock-based compensation

The Company maintains four equity incentive plans:

the Amended and Restated 2013 Stock Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2013 Plan and the 2019 Plan, the “Plans”), and the 2021 Employee Stock Purchase Plan (the “ESPP”).

Following the direct listing of its Class A common stock on the Nasdaq Global Select Market (the “Direct Listing”) in 2021, the Company has only issued awards under the 2021 Plan and the ESPP, and no additional awards will be granted under the 2013 Plan and 2019 Plan.

In addition, certain of the Company’s existing options assumed in connection with acquisitions are governed by the terms of the acquired company’s equity awards plan.

In February 2021, the Company’s Board of Directors (the “Board”) approved and adopted the 2021 Plan and the ESPP, which became effective in March and April 2021, respectively.

The 2021 Plan serves as the successor to the 2019 Plan.

Outstanding awards under the 2013 Plan and 2019 Plan continue to be subject to their original terms and conditions.

The 2021 Plan provides for the granting of stock options, restricted stock units (“RSUs”), restricted stock (“restricted stock”), stock appreciation rights (“SARs”), and performance and stock bonus awards.

No SARs or stock bonus awards have been issued to date.

The number of shares available for grant and issuance under the 2021 Plan will be automatically increased on January 1st of each of the first 10 fiscal years during the term of the 2021 Plan by the lesser of (a) 5 % of the total number of shares of all classes of the Company’s common stock issued and outstanding on an as converted to common stock basis on each December 31st immediately prior to the date of increase or (b) such number of shares determined by the Board.

The number of shares available for grant and issuance under the ESPP will be automatically increased on January 1st of each of the first 10 fiscal years during the term of the ESPP by the lesser of (a) 1 % of the total number of shares of all classes of the Company’s common stock outstanding on an as converted to common stock basis on each December 31st immediately prior to the date of increase or (b) such number of shares determined by the Board or the compensation committee of the Board.

Types of awards

Stock options

The Company has previously granted incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”) with contractual periods of up to 10 years and at prices determined by the Board.

ISOs were granted only to Company employees (including officers and directors who are also employees), while NSOs were granted to Company employees and non-employees.

The exercise price of an option shall not be less than 100 % of the estimated fair value of the underlying shares on the date of the grant ( 110 % if granted to a stockholder who owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary).

Under the 2013 Plan and 2019 Plan, initial options granted generally vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 1/48 per month thereafter.

Option grants made after initial grants generally vest in equal monthly installments over four years .

Under the 2021 Plan, options generally vest in equal quarterly installments over a period of three years .

Options with performance conditions vest upon achievement of certain specified thresholds.

The 2013 Plan and 2019 Plan each allow for a seven year exercise window post-termination for employees of the Company who have provided at least two years of continuous service to the Company as of their termination date, while the 2021 Plan allows for a three month exercise window post-termination regardless of service period.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company grants RSUs that vest upon the satisfaction of a service-based condition or performance condition.

In general, RSUs with service-based conditions vest over a service period ranging from one to four years .

Once vested, the RSUs are settled by delivery of Class A common stock.

RSUs with performance conditions (“PRSUs”) vest upon achievement of certain specified thresholds.

Restricted stock

In connection with the Company’s acquisitions, the Company may issue shares of restricted Class A common stock.

Vesting of restricted stock is dependent on a service-based vesting condition that is generally satisfied over three years .

The Company has the right to repurchase shares at par value when the vesting condition is not satisfied.

The ESPP allows eligible employees the option to purchase shares of the Company’s Class A common stock at a 15 % discount, over a series of offering periods through accumulated payroll deductions over the period.

The ESPP also includes a look-back provision for the purchase price if the stock price on the purchase date is higher than the stock price on the offering date.

The grant date of the initial offering period was May 3, 2021, and that offering period ended on April 30, 2023.

Subsequent offering periods commence each May and November after the start of the initial offering period.

Valuation of awards

The Company estimates the fair value of restricted stock and RSUs based on the fair value of the Company’s Class A common stock on the date of grant.

The Company estimates the fair value of stock options with only service-based conditions and purchase rights under the ESPP on the date of grant using the Black-Scholes-Merton Option-Pricing Model.

The model requires management to make a number of assumptions, including the fair value and expected volatility of the Company’s underlying common stock price, expected life of the option, risk-free interest rate, and expected dividend yield, which are calculated as follows:

• The fair value of the underlying stock is the fair value of the Company’s common stock on the date of grant.

Prior to the Direct Listing, this fair value was determined using the probability weighted expected return method, with a discounted cash flow model or a market multiples method used for each expected outcome.

Following the Direct Listing, this fair value is the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the grant date.

• The expected stock price volatility assumption for the Company’s stock is determined by using the historical volatility of the Company’s Class A common stock.

Prior to the availability of sufficient trading history, a weighted average of the historical stock price volatility of comparable companies from a representative peer group was used.

• The Company uses historical exercise information and contractual terms of options to estimate the expected term.

• The risk-free interest rate for periods within the expected life of the option is based on the U.S.

Treasury zero coupon bonds with terms consistent with the expected term of the award at the time of grant.

• The expected dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

The Company has two types of performance awards outstanding:

performance stock options subject to a market condition and PRSUs with tranches that are subject to a market condition and tranches that

The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”) the 2021 Employee Stock Purchase Plan (the “ESPP”), and two legacy plans:

the Amended and Restated 2013 Stock Plan and the 2019 Equity Incentive Plan (collectively, the “Prior Plans”).

Following the direct listing in 2021, all new equity awards are granted under the 2021 Plan and ESPP.

Additionally, certain awards assumed in connection with acquisitions are governed by their respective original plans.

Evergreen provisions

The 2021 Plan and ESPP provide for automatic annual increases in the number of shares available for issuance on January 1 of each year for 10 years.

The increases are equal to the lesser of 5 % (for the 2021 Plan) and 1 % (for the ESPP) of the total outstanding shares of common stock on the preceding December 31, or a lesser amount determined by the Board.

Awards and vesting

The Company primarily grants restricted stock units (“RSUs”) and restricted stock awards (“RSAs”).

The Company previously granted stock options under Prior Plans, which remain outstanding.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

are subject to a financial performance condition.

The Company determines the fair value of performance awards subject to a market condition using a Monte Carlo Simulation Model (a binomial lattice-based valuation model).

The Monte Carlo Simulation Model uses multiple input variables to determine the probability of satisfying the market condition requirements.

The fair values of the awards are not subject to change based on future market conditions.

The fair value of PRSUs, or tranches thereof, subject to a financial performance condition is estimated based on the fair value of the Company’s Class A common stock on the date of grant.

Expense attribution

Stock-based compensation expense for RSUs and stock options with only service-based conditions, and purchase rights under the ESPP, is recorded on a straight-line basis over the requisite service period.

The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.

The Company uses the accelerated attribution method to recognize expense over the requisite service period for performance awards, or tranches thereof, subject to a market condition.

Once the associated market condition becomes probable of being achieved, stock-based compensation expense is recognized according to the market-based fair value measured on the grant date, subject to continued service over the period.

This expense is recognized regardless of whether or not the market condition is ultimately satisfied.

For performance awards, or tranches thereof, subject to financial performance conditions, the Company evaluates the cumulative revenue and the cumulative adjusted EBITDA results at each reporting date to determine which performance conditions, if any, are probable to be achieved for the assessment period.

Once probable that a threshold of achievement is reached, stock-based compensation expense is recognized, including cumulative catch-up adjustments as applicable, over the requisite service period based on the result that is probable of occurring at each reporting date until the final vesting date, subject to continued service over the period.

RSUs generally vest over a service period ranging from one to four years .

Performance RSUs (“PRSUs”) vest upon the achievement of specified financial or market-based thresholds.

RSAs issued in acquisitions generally vest over three years and are subject to repurchase at par value upon forfeiture.

Stock options outstanding have a contractual term of 10 years.

Options under Prior Plans generally vest over four years ( 25 % cliff followed by monthly vesting) and allow for a seven-year post-termination exercise window for certain employees.

Outstanding options under the 2021 Plan generally vest quarterly over three years with a three-month post-termination exercise window.

Outstanding options also include performance stock options granted to the Chief Executive Officer that vest upon the achievement of specific market conditions, subject to continued service.

Valuation and expense recognition

The Company accounts for stock-based compensation by measuring the fair value of awards at the grant date.

For service-based awards, expense is recognized on a straight-line basis over the requisite service period.

Forfeitures are recognized as they occur.

The fair value of RSUs is based on the closing market price of the Company’s Class A common stock on the grant date.

For stock options granted in prior periods, fair value was estimated using the Black-Scholes-Merton model.

Key assumptions included the expected term (based on historical exercise behavior and contractual terms), historical volatility of the Company’s Class A common stock, risk-free rates based on U.S.

Treasury yields, and a zero dividend yield.

Market-based awards, which are performance stock options and PRSUs, are valued using a Monte Carlo simulation.

Expense is recognized using the accelerated attribution method and is not reversed if the market condition is not met, provided the requisite service is rendered.

PRSUs subject to financial performance conditions are valued based on the price of the Company’s Class A common stock on the grant date.

Expense is recognized when achievement of the condition becomes probable, evaluated at each reporting date, with cumulative adjustments recorded in the period of change.

The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income.

7 unchanged sentences

federal tax purposes, crypto asset transactions are treated under the same tax principles as property transactions.

The Company recognizes a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged crypto assets.

Receipts of crypto assets in exchange for goods or services are included in taxable income at the fair market value on the date of receipt.

The Company recognizes a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

the tax basis of the exchanged crypto assets.

Receipts of crypto assets in exchange for goods or services are included in taxable income at the fair market value on the date of receipt.

Net income (loss) per share

The Company computes net income (loss) per share using the two-class method required for participating securities.

The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The two-class method requires income available to common shareholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Certain shares of the Company’s restricted stock granted as consideration in past acquisitions are deemed participating securities.

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The financial statements of these subsidiaries are translated into U.S.

dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in Accumulated other comprehensive loss (“AOCI”) within the Consolidated Statements of Changes in Stockholders' Equity.

dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in Accumulated other comprehensive income (loss) (“AOCI”) within the Consolidated Statements of Changes in Shareholders’ Equity.

Cumulative translation adjustments are released from AOCI and recorded in the Consolidated Statements of Operations when the Company disposes or loses control of a consolidated subsidiary.

Gains and losses resulting from remeasurement are recorded in Other (income) expense, net within the Consolidated Statements of Operations.

Realized gains and losses on changes in foreign currency exchange rates resulting from settlement of the Company’s foreign currency-denominated assets and liabilities and unrealized gains and losses resulting from remeasurement of transactions and monetary assets and liabilities denominated in non-functional currencies are recognized as a component of Other (income) expense, net in the Consolidated Statements of Operations.

Gains and losses resulting from remeasurement are recorded in Other income, net within the Consolidated Statements of Operations.

Realized gains and losses on changes in foreign currency exchange rates resulting from settlement of the Company’s foreign currency-denominated assets and liabilities and unrealized gains and losses resulting from remeasurement of transactions and monetary assets and liabilities denominated in non-functional currencies are recognized as a component of Other income, net in the Consolidated Statements of Operations.

Information on acquisitions completed during the periods presented is set forth below.

The results of operations of all business combinations have been recorded in the Consolidated Financial Statements since the dates of acquisition.

On August 14, 2025, the Company acquired the outstanding equity of Sentillia B.V.

(“Deribit”), a crypto derivatives exchange.

The Company believes this strategic acquisition will play a key role in its goal to be the premier global platform for crypto derivatives.

Total consideration transferred in the

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The following table presents revenue of the Company disaggregated by type (in thousands):

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

Cash $ 721,460

Class A common stock of the Company (1)

Total purchase consideration $ 4,294,552

__________________

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

The aggregate purchase consideration includes $ 150.0 million in cash subject to an indemnity escrow that expires 15 months after the acquisition date.

In accordance with ASC 805, Business Combinations (“ASC 805”), the acquisition was accounted for as a business combination under the acquisition method.

The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, as follows (in thousands):

Goodwill $ 2,818,754

Intangible assets 1,390,000

Crypto assets held for investment 164,263

Deferred tax assets and liabilities, net ( 132,527 )

Cash and cash equivalents and restricted cash

Other assets and liabilities, net ( 58,866 )

Net assets acquired $ 4,294,552

The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Deribit’s trading platform with the Company’s existing platform.

The goodwill is expected to be deductible for U.S.

tax purposes.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data):

Fair Value Useful Life at Acquisition (in years)

Customer relationships $ 1,059,000 15

Acquired developed technology 288,000 6

Trade name 43,000 8

Total identifiable intangible assets acquired $ 1,390,000 13

The customer relationships represent the fair value of projected cash flows derived from existing customers of Deribit and w e re valued using the multi-period excess earnings method.

The present value of projected cash flows included significant judgment and assumptions regarding future revenues, attrition rates, and the discount rate.

On October 8, 2025, the Company acquired all of the outstanding equity interests of Gm Echo Ltd (“Echo”), an onchain capital raising platform.

The Company believes this strategic acquisition will play a key role in its goal to create more accessible, efficient, and transparent capital markets.

In accordance with ASC 805, the acquisition was accounted for as a business combination under the acquisition method.

The total purchase consideration transferred in the acquisition was $ 176.0 million, which included $ 68.0 million in cash and $ 108.0 million in Class A common stock of the Company.

Net assets acquired were $ 23.7 million , and the excess purchase price of $ 152.3 million was recorded as

The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Echo’s platform with the Company’s existing platform.

The goodwill is expected to be deductible for U.S.

tax purposes.

Other acquisitions

During 2025 and 2023, the Company completed other business combinations that were immaterial, both individually and in the aggregate.

There were no business combinations in 2024.

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

Year Ended December 31,

2 unchanged sentences

Consumer, net $ 3,322,835 $ 3,430,322 $ 1,334,018

$ 3,430,322 $ 1,334,018 $ 2,123,368

Institutional, net 479,667 345,598 90,164

Other transaction revenue, net 252,888 210,193 95,472

210,193 95,472 113,532

Total transaction revenue 4,055,390 3,986,113 1,519,654

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247,047 265,799 186,685

Custodial fee revenue 141,706 69,501 79,847

Other subscription and services revenue 554,775 425,113 195,069

283,407 125,568 109,112

Total subscription and services revenue 2,828,048 2,307,133 1,406,886

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__________________

(1) During the first quarter of 2024, the Company reclassified Base and payment-related revenue from Consumer, net to Other transaction revenue, net.

Prior period amounts have been reclassified to conform to current period presentation.

(1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606.

(3) Amounts primarily represent revenue that is not accounted for as revenue from contracts with customers, as well as an immaterial amount of finance fee income in all periods presented that is accounted for as revenue from contracts with customers.

See also footnote 4 to this table.

(4) During the first quarter of 2024, the Company reclassified Prime Financing fee income from Other subscription and services revenue to Interest and finance fee income.

Prior period amounts have been reclassified to conform to current period presentation.

Prime Financing fee income is immaterial for all periods presented.

During the years ended December 31, 2024 and 2023, one counterparty, and during the year ended December 31, 2022, no counterparty, accounted for more than 10% of total revenue in the respective period.

(2) Amounts primarily represent revenue that is not accounted for as revenue from contracts with customers, as well as an immaterial amount of finance fee income that is accounted for as revenue from contracts with customers.

During the years ended December 31, 2025, 2024, and 2023, one counterparty accounted for 19 %, 14 %, and 22 %, respectively, of total revenue.

Revenue by geographic location

Below is Total revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

Year Ended December 31,

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COLLATERALIZED ARRANGEMENTS AND FINANCING

Loans and related collateral

The following table summarizes the Company’s Prime Financing lending arrangements (in thousands):

Loan receivables

Fiat loan receivables $ 382,751 $ 171,196

Lending and related collateral

The following table summarizes the Company’s institutional financing lending arrangements (in thousands):

Fiat and payment stablecoin loan receivables $ 1,340,213 $ 551,546

Crypto asset loan receivables 14,479 92,619

Total loan receivables (1)

Customer loans not meeting recognition criteria

USDC $ 168,795 $ 205,645

As of December 31, 2024 and 2023, the Company had two and three counterparties, respectively, who accounted for more than 10 % of the Company’s recorded Loan receivables.

As of both of these dates, the Company also had three counterparties each, who accounted for more than 10 % of the Company’s customer loans that did not meet the recognition criteria.

As of December 31, 2024 and 2023, the collateral requirements for all loans outstanding, including customer loans not meeting recognition criteria, ranged from 100 % to 300 % of the fair value of the loan.

No allowance, write-offs, or recoveries were recorded against loan receivables or customer loans not meeting recognition criteria during the periods presented, and none of these loans were past due.

Following are assets the Company holds and has recognized as collateral with a corresponding obligation to return the collateral to the borrower:

$ 1,354,692 $ 644,165

__________________

(1) Includes an immaterial amount of fiat and crypto asset trade finance receivables as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company had four and three counterparties, respectively, each of whom accounted for more than 10 % of the Company’s Loan receivables.

As of December 31, 2025 and 2024, the collateral requirements for all loans outstanding ranged from 100 % to 300 % of the fair value of the loan.

The following table summarizes assets the Company holds and has recognized as collateral with a corresponding obligation to return the collateral to the borrower (in thousands, except units):

December 31, 2025 December 31, 2024

(in thousands, except units)

Units Cost Basis Fair Value Carrying Value

N/A N/A $ 24,641 $ 1,063

Units Cost Basis Fair Value Units Cost Basis Fair Value

Fiat and payment stablecoins (1)

N/A N/A $ 4,056 N/A N/A $ 24,641

Bitcoin 8,579 $ 818,787 756,447 6,918 $ 414,745 647,568

4 unchanged sentences

$ 888,523 822,827 $ 521,597 767,484

Total recognized assets held as collateral

Total recognized held as collateral

$ 826,883 $ 792,125

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(1) Fiat collateral held is recognized within Cash and cash equivalents in the Consolidated Balance Sheets.

(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held as collateral.

(3) Recorded at fair value as of December 31, 2023.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

(1) Fiat and payment stablecoin collateral held are recognized within Cash and cash equivalents in the Consolidated Balance Sheets.

Cost basis and units are not required disclosure and are therefore labeled N/A.

(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held as collateral.

The following table provides a reconciliation of Crypto assets held as collateral (in thousands):

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No cumulative realized gains or losses occurred during the period presented as no Crypto assets held as collateral were sold or rehypothecated.

Following are assets the Company holds as collateral for which it has not recognized as collateral nor as an obligation to return the collateral to borrower (in thousands):

Fiat $ 64,760 $ 100,880

USDC 45,222 9,327

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

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

Fiat and payment stablecoins $ 303,983 $ 109,982

Crypto assets 1,559,458 178,619

2 unchanged sentences

Borrowings and related collateral

The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed and the associated Crypto asset borrowings (in thousands, except units):

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

December 31, 2025 December 31, 2024

Units Cost Basis Fair Value Carrying Value

Crypto assets borrowed (1)

Units Cost Basis Fair Value Units Cost Basis Fair Value

Bitcoin 1,920 $ 173,848 $ 167,989 1,923 $ 191,986 $ 179,480

Ethereum 43,536 149,374 129,162 17,413 65,213 57,989

Solana 19,278 935 3,640 3,516

Other crypto assets (1)

nm 17,766 19,943 1,608

nm 27,145 21,698 nm 18,701 23,583

Total borrowed $ 350,367 $ 318,849 $ 275,900 $ 261,052

Crypto asset borrowings

Bitcoin 2,178 $ 213,096 $ 203,370 $ 50,679

Ethereum 19,133 68,803 63,720 7,059

Solana 19,278 935 3,640 3,513

Other crypto assets (2)

nm 27,206 29,380 1,729

Total borrowings $ 310,040 $ 300,110 $ 62,980

__________________

nm - not meaningful

(1) Recorded at fair value as of December 31, 2023.

(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets borrowed or total Crypto asset borrowings, as applicable.

As of December 31, 2024 and 2023, the weighted average annual fees on these borrowings were 2.4 % and 2.0 %, respectively.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets borrowed.

The following table provides a reconciliation of Crypto assets borrowed (in thousands):

8 unchanged sentences

Customer repayment of loan receivables (1)

2,226,076 1,322,636

Gains 15,996 4,023

Losses ( 32,666 ) ( 29,841 )

4 unchanged sentences

No cumulative realized gains or losses occurred during the periods presented as no Crypto assets borrowed were sold.

The fair value of the Company’s corporate assets pledged as collateral against Crypto asset borrowings consisted of the following (in thousands):

Assets pledged as collateral

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the units, cost basis, and fair value of Short-term borrowings (in thousands, except units):

December 31, 2025 December 31, 2024

Units Cost Basis Fair Value Units Cost Basis Fair Value

Payment stablecoins N/A N/A $ 119,923 N/A N/A $ 74,158

Bitcoin 2,035 $ 183,882 178,022 2,178 $ 213,096 203,370

Ethereum 43,941 150,424 130,363 19,133 68,803 63,720

Other crypto assets (1)

nm 29,399 23,797 nm 28,141 33,020

Total crypto asset borrowings

$ 363,705 332,182 $ 310,040 300,110

Total pledged as collateral

Total short-term borrowings

$ 452,105 $ 374,268

Assets pledged as collateral not meeting derecognition criteria

__________________

nm - not meaningful

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

As of December 31, 2025 and 2024, the weighted average annual fees on Short-term borrowings were 3.5 % and 2.7 %, respectively.

The fair value of the Company’s corporate assets pledged as collateral against Short-term borrowings are recorded in Restricted cash and cash equivalents and consisted of the following (in thousands):

Payment stablecoins $ 236,308 $ 308,650

CRYPTO ASSETS HELD FOR OPERATIONS

1 unchanged sentence

December 31, 2025 December 31, 2024

Units Cost Basis Fair Value Carrying Value (1)

Units Cost Basis Fair Value Units Cost Basis Fair Value

Bitcoin 487 $ 48,191 $ 43,282 57 $ 7,814 $ 5,473

Ethereum 10,499 27,341 31,174 8,142 21,843 27,122

Solana 52,933 7,698 6,624 69,280 14,526 13,245

Bitcoin 57 7,814 5,473 7,243

Other crypto assets (1)

nm 51,871 36,941 40,810

nm 55,068 39,751 nm 51,871 36,941

Total held for operations $ 138,298 $ 120,831 $ 96,054 $ 82,781

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(1) Recorded at impaired cost as of December 31, 2023.

(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held for operations.

Crypto assets held for operations are received as a form of payment and are converted to cash or used to fulfill expenses nearly immediately, in the ordinary course of the Company’s business.

(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for operations.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

reconciliation of this crypto asset activity is not provided as the associated risk of exposure to crypto assets, even during periods of significant activity, is immaterial.

ACCOUNTS RECEIVABLE, NET

1 unchanged sentence

Stablecoin revenue receivable $ 122,936 $ 85,983

Customer fee revenue receivable

39,317 23,603

Customer accounts receivable 54,143 40,776

Other accounts receivable 133,202 167,921

2 unchanged sentences

Total accounts receivable, net $ 307,119 $ 265,251

As of December 31, 2024 and 2023, the Company had one and two counterparties, respectively, who accounted for more than 10 % of Accounts receivable, net.

As of December 31, 2025 and 2024, the Company had two and one counterparties, respectively, each of whom accounted for more than 10 % of the Company’s Accounts receivable, net.

CRYPTO ASSETS HELD FOR INVESTMENT

1 unchanged sentence

December 31, 2025 December 31, 2024

Units Cost Basis Fair Value Carrying Value (1)

Units Cost Basis Fair Value Units Cost Basis Fair Value

Bitcoin 15,389 $ 1,079,153 $ 1,346,452 6,885 $ 272,164 $ 642,738

1 unchanged sentence

Other crypto assets (1)

nm 347,827 524,943 74,865

nm 323,226 203,935 nm 347,827 524,943

Total held for investment $ 1,751,354 $ 1,998,871 $ 880,665 $ 1,552,995

1 unchanged sentence

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(1) Recorded at impaired cost as of December 31, 2023.

(2) Includes various other crypto asset balances, none of which individually represented more than 5% of the carrying value of total Crypto assets held for investment.

(1) Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for investment.

The following table provides a reconciliation of Crypto assets held for investment (in thousands):

1 unchanged sentence

Beginning balance $ 1,552,995 $ 330,610

Cumulative-effect adjustment from adoption of ASU 2023-08 717,373

Cumulative-effect adjustment upon adoption of ASU 2023-08 — 717,373

Additions (1)

1,195,708 107,580

Dispositions ( 265,373 ) ( 243,595 )

1 unchanged sentence

Origination of loan receivables (2)

( 160,095 ) ( 213,232 )

Customer repayment of loan receivables (2)

204,493 167,204

168,641 799,804

( 697,498 ) ( 112,749 )

Ending balance $ 1,998,871 $ 1,552,995

4 unchanged sentences

(3) The Company measures gains and losses by each asset held.

These amounts include cumulative realized gains of $ 153.4 million and unrealized gains of $ 533.7 million during the year ended December 31, 2024.

These amounts include cumulative realized gains of $ 75.2 million and $ 153.4 million, and unrealized losses of $ 604.0 million and gains of $ 533.7 million, during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company held $ 68.3 million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2026 and 2029 .

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2024, the Company had $ 201.7 million of crypto assets subject to selling restrictions recorded in Crypto assets held for investment in the Consolidated Balance Sheets.

The selling restrictions are time-based and lift between 2025 and 2029.

SOFTWARE AND EQUIPMENT, NET

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_______________

(1) Includes leasehold improvements, furniture and fixtures, and computers and equipment.

(1) Includes leasehold improvements, construction in progress, furniture and fixtures, and computers and equipment.

Total additions to capitalized internally developed software were $ 138.3 million, $ 110.5 million, and $ 112.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Depreciation and amortization expense associated with software and equipment was $ 100.5 million, $ 70.0 million, and $ 48.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, comprising primarily amortization of capitalized internally developed software, and there were no material impairment charges associated with these assets during these years.

Nearly all long-lived assets, which consist of software and equipment, net and operating lease ROU assets, are within the United States.

No other individual country accounted for more than 10% of total long-lived assets.

Depreciation and amortization expense associated with software and equipment was $ 121.3 million, $ 100.5 million, and $ 70.0 million for the years ended December 31, 2025, 2024, and 2023, respectively, comprising primarily amortization of capitalized internally developed software.

There were no material impairment charges associated with these assets during these years.

GOODWILL AND INTANGIBLE ASSETS, NET

The following table reflects the changes in the carrying amount of goodwill (in thousands):

Year Ended December 31,

Balance, beginning of period $ 1,139,670 $ 1,073,906

Additions due to business combinations — 65,764

Balance, end of period $ 1,139,670 $ 1,139,670

There was no impairment recognized against goodwill at the beginning or end of the periods presented.

Further, there were no measurement period adjustments during the periods presented.

Carrying Amount

Balance at January 1, 2025 $ 1,139,670

Additions due to acquisitions 3,029,297

Balance at December 31, 2025 $ 4,168,967

There was no impairment recognized against goodwill at the beginning or end of the year presented, and no measurement period adjustments during the year presented.

Coinbase Global, Inc.

5 unchanged sentences

Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life

Amortizing intangible assets

Amortizing assets

Customer relationships $ 1,072,800 $ ( 35,935 ) $ 1,036,865 14.6 $ 75,711 $ ( 65,989 ) $ 9,722 0.4

Acquired developed technology 335,411 ( 47,969 ) 287,442 5.4 30,700 ( 21,962 ) 8,738 1.6

Other 3,400 ( 3,306 ) 94 0.1 66,602 ( 65,094 ) 1,508 1.0

Indefinite-lived intangible assets

Licenses 28,000 — 28,000 N/A 28,000 — 28,000 N/A

Other 250 — 250 N/A 250 — 250 N/A

$ 138,061 $ ( 91,257 ) $ 46,804 $ 322,934 $ ( 236,512 ) $ 86,422

Amortization expense for these intangible assets was $ 27.0 million, $ 69.6 million, and $ 106.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, and there were no material impairment charges associated with these assets during these years.

The Company estimates that there is no significant residual value related to these amortizing intangible assets.

Prior to the adoption of ASU 2023-08, the Company recorded gross impairment charges when the observed market price of crypto assets held decreased below the carrying value, and recovered certain impairments through subsequent crypto asset sales and disposals.

Collectively, these activities were recorded in Crypto asset impairment, net in the Consolidated Statements of Operations.

As a result of the adoption of ASU 2023-08, the Company no longer records impairment charges or recovery of impairments on crypto assets held.

Summary of Significant Accounting Policies — Recent accounting pronouncements for additional details on the adoption of ASU 2023-08.

In the applicable periods, Crypto asset impairment, net comprised the following (in thousands):

Trade name and other 48,000 ( 2,513 ) 45,487 7.1 3,400 ( 3,306 ) 94 0.1

Indefinite-lived assets

Licenses and other 28,000 — 28,000 N/A 28,250 — 28,250 N/A

Total $ 1,484,211 $ ( 86,417 ) $ 1,397,794 $ 138,061 $ ( 91,257 ) $ 46,804

The effects of amortization of Intangible assets, net on the Consolidated Statements of Operations was as follows (in thousands):

Year Ended December 31,

Gross crypto asset impairment expense $ 96,783 $ 757,257

Recoveries ( 131,458 ) ( 35,046 )

Crypto asset impairment, net $ ( 34,675 ) $ 722,211

2025 2024 2023

Technology and development $ 28,662 $ 10,414 $ 46,610

Sales and marketing 29,252 — —

General and administrative 9,212 16,628 23,018

Total amortization expense $ 67,126 $ 27,042 $ 69,628

There were no material impairment charges associated with these assets during these periods.

The Company estimates no significant residual value related to these amortizing intangible assets.

The expected future amortization expense for amortizing intangible assets as of December 31, 2025, was as follows (in thousands):

2026 $ 138,231

Thereafter 726,174

Total expected future amortization expense $ 1,369,794

Coinbase Global, Inc.

1 unchanged sentence

LONG-TERM DEBT

The components of Long-term debt were as follows (in thousands, except percentages):

Effective Interest Rate Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount

The components of Long-term debt, including the current portion due June 1, 2026, were as follows (in thousands, except percentages):

Effective Interest Rate Principal Amount Unamortized Debt Discount and Issuance Costs

Net Carrying Amount Fair Value (1)

December 31, 2025

0.50 % 2026 Convertible Notes due on June 1, 2026

0.50 % 2026 Convertible Notes due June 1, 2026

0.98 % $ 1,273,013 $ ( 3,428 ) $ 1,269,585 $ 1,267,666

3.38 % 2028 Senior Notes due on October 1, 2028

3.38 % 2028 Senior Notes due October 1, 2028

3.57 % 1,000,000 ( 4,845 ) 995,155 953,750

0.25 % 2030 Convertible Notes due on April 1, 2030

0.00 % 2029 Convertible Notes due October 1, 2029

0.35 % 1,500,000 ( 19,380 ) 1,480,620 1,392,600

3.63 % 2031 Senior Notes due on October 1, 2031

0.25 % 2030 Convertible Notes due April 1, 2030

0.55 % 1,265,000 ( 15,684 ) 1,249,316 1,294,222

3.63 % 2031 Senior Notes due October 1, 2031

3.77 % 737,457 ( 5,273 ) 732,184 657,259

0.00 % 2032 Convertible Notes due October 1, 2032

0.20 % 1,500,000 ( 20,241 ) 1,479,759 1,335,300

Total $ 7,275,470 $ ( 68,851 ) $ 7,206,619 $ 6,900,797

December 31, 2024

0.50 % 2026 Convertible Notes due on June 1, 2026

0.50 % 2026 Convertible Notes due June 1, 2026

0.98 % $ 1,273,013 $ ( 9,395 ) $ 1,263,618 $ 1,331,062

3.38 % 2028 Senior Notes due on October 1, 2028

3.38 % 2028 Senior Notes due October 1, 2028

3.57 % 1,000,000 ( 6,562 ) 993,438 901,250

3.63 % 2031 Senior Notes due on October 1, 2031

0.25 % 2030 Convertible Notes due April 1, 2030

0.55 % 1,265,000 ( 19,322 ) 1,245,678 1,353,044

3.63 % 2031 Senior Notes due October 1, 2031

3.77 % 737,457 ( 6,110 ) 731,347 624,995

Total $ 4,275,470 $ ( 41,389 ) $ 4,234,081 $ 4,210,351

__________________

(1) Fair values are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs.

Convertible senior notes

2026 Convertible Notes

In May 2021, the Company issued an aggregate principal amount of $ 1.4 billion of convertible senior notes due in 2026 (the “2026 Convertible Notes”) pursuant to an indenture, dated May 18, 2021 (the “2026 Convertible Notes Indenture”), between the Company and U.S.

Bank National Association, as trustee.

The 2026 Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The 2026 Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.5 % per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021.

The 2026 Convertible Notes mature on June 1, 2026, unless earlier converted, redeemed or repurchased.

The proceeds received of $ 1.4 billion were net of a 1 % original issue discount and immaterial debt issuance costs.

In May 2021, the Company issued an aggregate principal amount of $ 1.4 billion of 0.5 % convertible senior notes due in 2026 (the “2026 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The 2026 Convertible Notes are senior unsecured obligations of the Company maturing on June 1, 2026, unless earlier converted, redeemed or repurchased.

The 2026 Convertible Notes bear interest at a rate of 0.5 % per year, payable semi-annually in arrears on June 1 and December 1.

The 2026 Convertible Notes are convertible at the option of the holders from and after December 1, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding June 1, 2026.

The Company may satisfy conversions in cash, shares of the Company’s Class A common stock, or a combination, based on the applicable conversion rate.

The initial conversion rate is 2.6994 shares of the Company’s Class A common stock per $1,000 principal amount of 2026 Convertible Notes (approximately $ 370.45 per share), subject to adjustment as set forth in the indenture governing the 2026 Convertible Notes.

In the event of a make-whole fundamental change, the conversion rate will, in certain circumstances, be increased for a specified period of time.

In the event of a fundamental change, holders may require the Company to repurchase their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes being repurchased, plus accrued and unpaid interest.

In 2023, the Company paid $ 126.4 million to repurchase $ 164.5 million of aggregate principal amount of the 2026 Convertible Notes with a carrying value of $ 162.4 million, net of immaterial unamortized issuance costs, original issue discount, and legal fees.

The Company recorded a corresponding net gain on extinguishment of long-term debt during the year ended December 31, 2023 of $ 35.8 million in Other (income) expense, net within the Consolidated Statements of Operations.

The initial conversion rate for the 2026 Convertible Notes is 2.6994 shares of the Company's Class A common stock per $1,000 principal amount of 2026 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 370.45 per share of the Class A common stock.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2026 Convertible Notes Indenture.

The 2026 Convertible Notes will be convertible at the option of the holders before December 1, 2025 only upon the occurrence of certain events, and from and after December 1, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding June 1, 2026, only under certain circumstances.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate.

In addition, if certain corporate events that constitute a make-

The Company recorded a corresponding net gain

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

whole fundamental change (as defined in the 2026 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Additionally, in the event of a corporate event constituting a fundamental change (as defined in the 2026 Convertible Notes Indenture), holders of the 2026 Convertible Notes may require the Company to repurchase all or a portion of their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.

on extinguishment of long-term debt during the year ended December 31, 2023 of $ 35.8 million in Other income, net within the Consolidated Statements of Operations.

2029 Convertible Notes

In March 2024, the Company issued an aggregate principal amount of $ 1.3 billion of convertible senior notes due 2030 (the “2030 Convertible Notes”), which included the full exercise by the initial purchasers of their option to purchase up to an additional $ 165.0 million aggregate principal amount of the 2030 Convertible Notes, pursuant to an indenture, dated March 18, 2024 between the Company and U.S.

In August 2025, the Company issued an aggregate principal amount of $ 1.5 billion of 0 % convertible senior notes due 2029 (the “2029 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act.

This issuance included the full exercise by the initial purchasers of their option to purchase an additional $ 200.0 million aggregate principal amount of the 2029 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “2029 Indenture”).

The 2029 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2029, unless converted or repurchased earlier.

The Company may pay special interest on the 2029 Convertible Notes under certain circumstances in accordance with the terms of the 2029 Indenture.

The 2029 Convertible Notes are not redeemable before maturity.

Holders may convert the 2029 Convertible Notes at any time before the close of business on the business day immediately preceding July 2, 2029, only if specific price or event conditions are met or certain corporate events occur, or at any time from, and including, July 2, 2029, until the close of business on the second trading day immediately prior to the maturity date.

The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.2005 shares per $1,000 (approximately $ 454.44 per share).

The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2029 Convertible Notes.

The Company classifies the 2029 Convertible Notes wholly as long-term debt, as the conversion features do not require separate accounting.

2030 Convertible Notes

In March 2024, the Company issued an aggregate principal amount of $ 1.3 billion of convertible senior notes due 2030 (the “2030 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The issuance included the full exercise by the initial purchasers of their option to purchase up to an additional $ 165 million aggregate principal amount of the 2030 Convertible Notes, pursuant to an indenture, dated March 18, 2024 between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “2030 Convertible Notes Indenture”).

The 2030 Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The 2030 Convertible Notes are senior unsecured obligations of the Company and accrue interest of 0.25 % per year payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024.

The 2030 Convertible Notes mature on April 1, 2030, unless earlier repurchased, redeemed or converted.

The 2030 Convertible Notes bear interest at a rate of 0.25 % per year, payable semi-annually in arrears on April 1 and October 1.

The 2030 Convertible Notes are senior unsecured obligations of the Company maturing on April 1, 2030, unless earlier repurchased, redeemed or converted.

The proceeds received of $ 1.2 billion, were net of a 1.5 % original issue discount and immaterial debt issuance costs.

The 2030 Convertible Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election at an initial conversion rate of 2.9981 shares of the Company’s Class A common stock per $1,000 principal amount of notes.

This is equivalent to an initial conversion price of approximately $ 333.54 per share of the Company’s Class A common stock.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2030 Convertible Notes Indenture.

Beginning with the third quarter of 2024, the 2030 Convertible Notes are convertible at the option of the holder if the last reported sale price per share of Class A common stock exceeds 130 % of the conversion price for each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate.

The initial conversion rate is 2.9981 shares of the Company’s Class A common stock per $1,000 principal amount of notes (approximately $ 333.54 per share).

The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2030 Convertible Notes.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination, at the Company’s election, based on the applicable conversion rate.

In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the 2030 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2030 Convertible Notes Indenture), holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their 2030 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.

The Company accounts for the 2030 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging and (2) the 2030 Convertible Notes were not issued at a substantial premium.

2032 Convertible Notes

In August 2025, concurrently with the issuance of the 2029 Convertible Notes, the Company issued an aggregate principal amount of $ 1.5 billion of 0 % convertible senior notes due 2032 (the “2032 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act.

The issuance included the full exercise by the initial purchasers of their option to purchase an additional $ 200.0 million aggregate principal amount of the 2032 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “2032 Indenture”).

The 2032 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2032, unless converted, repurchased, or redeemed earlier.

The Company may pay special interest on the 2032 Convertible Notes under certain circumstances in accordance with the terms of the 2032 Indenture.

Holders can convert the 2032 Convertible Notes at any time before the close of business on the business day immediately preceding July 1, 2032, only if specific price or trading conditions are met, certain corporate events occur, or if the notes are called for redemption.

From and including July 1, 2032, holders may convert the 2032 Convertible Notes at any time until the close of business on the second trading day immediately prior to the maturity date.

The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.5327 shares per $1,000 (approximately $ 394.84 per share).

The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2032 Convertible Notes.

Subject to certain limitations, the Company may redeem the 2032 Convertible Notes on or after October 1, 2029, and on or before the 20th scheduled trading day immediately before the maturity date, if the price of the Company’s Class A common stock exceeds 130 % of the conversion price for a set period.

The 2032 Convertible Notes are wholly classified as long-term debt, as the conversion features do not require separate accounting.

Supplemental indentures

In connection with the Company’s Reincorporation, on December 12, 2025, the Company and U.S.

Bank Trust Company, National Association, as trustee, entered into first supplemental indentures to each the 2026 Convertible Notes indenture, 2029 Indenture, 2030 Convertible Notes indenture, and 2032 Indenture to reflect ministerial changes in connection with to the Reincorporation.

The Reincorporation did not result in any adjustment to the respective conversion rates or trigger any repurchase rights of the holders.

On May 18, 2021, in connection with the pricing of the 2026 Convertible Notes, on March 13, 2024, in connection with the pricing of the 2030 Convertible Notes, and on March 14, 2024, in connection with the full exercise by the initial purchasers of their option to purchase additional 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Calls” and “2030 Capped Calls,” respectively, and “the Capped Calls,” collectively) with certain financial institutions (the “2026 Option Counterparties” and “2030 Option Counterparties,” respectively, and the “Option Counterparties” collectively) at a cost of $ 90.1 million and $ 104.1 million, respectively, in each case in exchange for the right to receive a predetermined amount of cash, shares of the Company’s Class A

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Company entered into privately negotiated capped call transactions (the “2026 Capped Calls” and “2030 Capped Calls,” respectively, and “the Capped Calls,” collectively) with certain financial institutions (the “2026 Option Counterparties” and “2030 Option Counterparties,” respectively, and the “Option Counterparties” collectively) at a cost of $ 90.1 million and $ 104.1 million , r espectively, in each case in exchange for the right to receive a predetermined amount of cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election.

common stock, or a combination thereof, at the Company’s election.

The Capped Calls cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock initially underlying each of the 2026 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”), as applicable.

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That is, if at any time the counterparty’s holdings exceed 8% beneficial ownership of the Company (as defined under Section 13 of the Exchange Act) and the counterparty is unable, after commercially reasonable efforts, to effect a transfer or assignment of all or a portion of the transaction such that an excess ownership position no longer exists, the counterparty may early terminate a portion of the Capped Calls, in which case the Company can settle in cash or shares of its Class A common stock.

On August 5 and 6, 2025, the Company entered into privately negotiated capped call transactions with certain financial institutions relating to the 2029 Convertible Notes and 2032 Convertible Notes (the “Notes”), at a cost of $ 86.1 million and $ 138.1 million, respectively.

These capped calls cover, subject to certain customary adjustments, the shares underlying the Notes and have initial strike prices of $ 454.44 (2029 Convertible Notes) and $ 394.84 (2032 Convertible Notes) per share, with an initial cap price of $ 595.98 per share.

The capped calls allow the Company to hedge the economic effect of the conversion options embedded in the Notes and purchase shares of its own Class A common stock at a specified strike price, reducing dilution or offsetting excess cash payments if the stock price exceeds the strike price but does not exceed the cap price.

The Capped Calls are separate transactions, and not part of the terms of any series of Notes.

The agreements may be adjusted or terminated if extraordinary events like mergers, insolvency, or delisting occur, and are separate from the Notes, providing no rights to holders of the Notes.

In September 2021, the Company completed the issuance of an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”).

1 unchanged sentence

persons pursuant to Regulation S under the Securities Act.

In August and September 2023, the Company paid $ 177.2 million to repurchase $ 262.5 million of aggregate principal amount of the 2031 Senior Notes with a carrying value of $ 259.9 million, net of immaterial unamortized issuance costs and legal fees.

The Company recorded a corresponding net gain on extinguishment of long-term debt during the year of $ 81.6 million in Other (income) expense, net within the Consolidated Statements of Operations.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company recorded a corresponding net gain on extinguishment of long-term debt during the year of $ 81.6 million in Other income, net within the Consolidated Statements of Operations.

The Company issued the Senior Notes at par, with the proceeds net of immaterial debt issuance costs.

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If redeemed on or after those respective dates, the make-whole premium does not apply.

If the 2028 Senior Notes are redeemed before October 1, 2025, the Company may redeem any or all of the notes at the redemption prices equal to 101.688 % of the principal amount of the 2028 Senior Notes plus accrued and unpaid interest thereon, if any to, but excluding the redemption date.

Upon the occurrence of a change of control triggering event (as defined in the Senior Notes Indenture), the Company must offer to repurchase each series of the Senior Notes at a repurchase price equal to 101 % of the principal amount of the Senior Notes to be repurchased, plus any accrued and unpaid interest, to, but excluding, the applicable repurchase date.

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The Company is not aware of any instances of non-compliance with the covenants as of December 31, 2025.

During the periods presented, the Company’s derivatives were primarily embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and none were designated as hedging instruments.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

During the periods presented, the Company’s derivatives were all embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future.

Impact of derivatives on the Consolidated Balance Sheets

The following table summarizes the balance sheet impact of derivative instruments as measured in U.S.

The following table summarizes information on derivative instruments by their location in the Consolidated Balance Sheets, with amounts representing the portions of the respective line items denominated in crypto assets, as measured in U.S.

dollar equivalents (in thousands):

Consolidated Balance Sheets Location

Notional Fair Value, Net Total

Embedded Derivative

Host Gross Derivative Assets Gross Derivative Liabilities Aggregate Carrying Value

December 31, 2025

Not designated as hedging instruments

Accounts receivable, net

$ 9,943 $ 22,025 $ 4,399 $ 27,569

Other current assets (1)

Short-term borrowings

363,705 32,446 923 332,182

Crypto asset borrowings 310,040 ( 9,930 ) 300,110

Obligation to return collateral

2 unchanged sentences

6,897 — 2 6,899

Total fair value of derivatives $ 181,433 $ 66,590

December 31, 2024

Designated as hedging instruments

Crypto asset borrowings

$ 31,666 $ 13,547 $ 45,213

Obligation to return collateral (1)

255,686 98,322 354,008

Not designated as hedging instruments

Accounts receivable, net

$ 16,264 $ 20,368 $ 1,811 $ 34,821

Crypto asset borrowings 12,503 5,264 17,767

Accrued expenses and other current liabilities (1)

20,092 590 20,682

__________________

(1) Represents the portion of the Consolidated Balance Sheet line item that is denominated in crypto assets.

The following table summarizes information on derivatives by accounting designation (in thousands):

Gross Derivative Assets Gross Derivative Liabilities

Consolidated Balance Sheets Location

Not Designated as Hedges Designated as Hedges Total Derivative Assets Not Designated as Hedges Designated as Hedges Total Derivative Liabilities

December 31, 2024

Accounts receivable, net $ 20,368 $ — $ 20,368 $ 1,811 $ — $ 1,811

Other current assets

99,265 61,304 — 160,569

Crypto asset borrowings 18,030 — 18,030 8,100 — 8,100

Obligation to return collateral 2,149 — 2,149 243,296 — 243,296

Accrued expenses and other current liabilities 6,814 — 6,814 2,708 — 2,708

Total fair value of derivatives $ 108,665 $ — $ 108,665 $ 255,915 $ — $ 255,915

December 31, 2023

Accounts receivable, net $ 28,065 $ — $ 28,065 $ — $ — $ —

Crypto asset borrowings 26 ( 25 ) 1 5,290 13,522 18,812

Short-term borrowings

310,040 18,030 8,100 300,110

Obligation to return collateral

526,337 2,149 243,296 767,484

Accrued expenses and other current liabilities

37,428 6,814 2,708 33,322

Total fair value of derivatives $ 108,665 $ 255,915

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Impact of derivatives on the Consolidated Statements of Operations

(Losses) gains on changes in the fair value of derivative instruments recorded in the Consolidated Statements of Operations were as follows (in thousands):

Derivatives Hedged Items Income Statement Impact (5)

Derivatives Hedged Items Income Statement Impact

Year Ended December 31, 2024 Year Ended December 31, 2023

Designated as hedging instruments

Crypto asset futures (1)

$ — $ — $ — $ ( 40,191 ) $ 46,453 $ 6,262

Crypto asset borrowings (1)

— — — ( 75,249 ) 117,393 42,144

Obligation to return collateral (2)

— — — ( 98,322 ) 98,322 —

Not designated as hedging instruments

Crypto asset borrowings (3)

The impacts of gains (losses) on derivative instruments recognized in the Consolidated Statements of Operations were as follows (in thousands):

Year Ended December 31,

Short-term borrowings (1)

$ 21,593 $ 28,304

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__________________

(1) Changes in fair value are recorded in Other operating expense, net in the Consolidated Statements of Operations.

(2) Changes in fair value are recorded in Transaction expense in the Consolidated Statements of Operations.

(3) As of January 1, 2024, the date of the Company’s adoption of ASU 2023-08, changes in fair value are recorded in Transaction expense in the Consolidated Statements of Operations.

Prior to adoption of ASU 2023-08, changes in fair value were recorded in Other operating expense, net in the Consolidated Statements of Operations.

(4) Changes in fair value are recorded in Other (income) expense, net or Other operating expense, net in the Consolidated Statements of Operations depending on the nature of the derivative.

(5) The income statement impact of Crypto asset borrowings and Obligation to return collateral derivatives is naturally offset, at least in part, by the impact of associated naturally offsetting positions in the Consolidated Statements of Operations.

(1) Changes in fair value are recognized in Transaction expense in the Consolidated Statements of Operations.

The impact of changes in fair value of Crypto asset borrowings and Obligation to return collateral derivatives is naturally offset, at least in part, by the impact of changes in fair value of the associated naturally offsetting positions, which are also recognized in Transaction expense.

(2) Changes in fair value are recognized in Other operating expense, net or Other income, net in the Consolidated Statements of Operations depending on the nature of the derivative.

Coinbase Global, Inc.

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Other non-current assets

Strategic investments $ 374,161 $ 343,045

Lease right-of-use assets $ 141,631 $ 81,151

Income taxes receivable 62,233 60,004

Lease ROU assets 81,151 12,737

Other 55,514 33,135

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Accrued expenses and other current liabilities

Accrued payroll and payroll related expenses $ 186,151 $ 224,237

Payroll and payroll related expenses $ 186,927 $ 186,151

Other accrued expenses 238,308 145,369

6 unchanged sentences

Total other non-current liabilities $ 240,458 $ 89,708

The Company’s long-lived assets, the majority of which are located in the United States, were not considered by management to be significant relative to total assets at each of December 31, 2025, 2024, and 2023.

The Company has operating leases, primarily relating to corporate offices in San Francisco, CA and New York, NY.

The leases have remaining lease terms ranging from less than one year to 12 years, and generally have options to extend or terminate the lease that were not accounted for in determining the lease terms as the Company is not reasonably certain it will exercise those options.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Future payments of lease liabilities as of December 31, 2025 were as follows (in thousands):

2026 $ 29,536

The Company has operating leases for corporate offices.

The leases have remaining lease terms of less than one year to 11 years, generally with options to extend or terminate the lease that were not included in determining the lease terms as the Company is not reasonably certain to exercise those options.

Maturities of lease liabilities were as follows (in thousands):

Thereafter 170,628

2 unchanged sentences

Total lease liabilities

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Other information related to leases was as follows:

As of December 31, 2025, the Company has entered into leases that have not yet commenced with future short-term and long-term lease payments of $ 3.0 million and $ 125.1 million, respectively.

These leases are not yet recorded on the Consolidated Balance Sheets, and will commence between 2026 and 2027, with lease terms ranging from 5 to 10 years.

Other information related to recorded leases is as follows:

Weighted-average remaining lease term (in years) 9.8 9.8

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The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

December 31, 2025 December 31, 2024

Level 1 Level 2 Level 1 Level 2

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Restricted cash equivalents (2)

1,472 — 1,415 —

Customer custodial funds (3)

3 unchanged sentences

Crypto assets held as collateral 822,827 — 767,484 —

767,484 — 354,008 —

Crypto assets borrowed 318,849 — 261,052 —

Marketable investments (4)

253,468 11,903 — —

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__________________

(1) Represents cash equivalents, which comprise money market funds.

Excludes cash, comprising $ 1.8 billion of corporate cash held in deposit at banks and $ 88.2 million held at venues as of December 31, 2024, and $ 1.4 billion of corporate cash held in deposit at banks and $ 88.8 million held at venues as of December 31, 2023.

(2) Represents restricted cash equivalents, which comprise money market funds.

Excludes restricted cash, comprising $ 37.1 million held in deposit at banks and held at venues as of December 31, 2024.

(1) Represents money market funds.

Excludes cash and cash equivalents of $ 5.2 billion and $ 2.7 billion as of December 31, 2025 and 2024, respectively.

(2) Represents money market funds.

Excludes restricted cash and cash equivalents of $ 332.8 million and $ 345.8 million as of December 31, 2025 and 2024, respectively.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

(3) Represents customer custodial cash equivalents, which comprise money market funds.

Excludes customer custodial funds, comprising $ 1.9 billion and $ 1.3 billion held in deposit at financial institutions and customer custodial funds in transit as of December 31, 2024 and December 31, 2023, respectively.

(4) The December 31, 2023 amount represents crypto assets designated as hedged items in fair value hedges.

Excludes customer custodial funds of $ 1.9 billion as of each December 31, 2025 and 2024.

(4) Primarily represents marketable equity securities.

Excludes marketable investments not measured and recorded at fair value of $ 44.4 million as of December 31, 2025.

(5) See Note 12.

Derivatives for additional details.

The Company has valued all Level 2 assets and liabilities using quoted market prices for the underlying crypto assets.

The Company has valued all Level 2 assets and liabilities measured at fair value on a recurring basis using quoted market prices as an observable input.

This includes prices for underlying crypto assets and, for non-crypto denominated assets and liabilities, prices for similar assets and liabilities in inactive markets.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets, such as software and equipment, goodwill, crypto assets held prior to the adoption of ASU 2023-08, and other intangible assets, are adjusted to fair value when an impairment charge is recognized.

The Company’s strategic investments are recorded at cost and adjusted to fair value for observable transactions for same or similar investments of the same issuer or for impairment, on a non-recurring basis.

Fair value measurements for strategic investments are based predominantly on Level 3 inputs to an Option-Pricing Model that uses publicly available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, adjustments for other company-specific developments, and the rights and obligations of the securities the Company holds.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The changes in the carrying value of strategic investments accounted for under the measurement alternative are presented below (in thousands):

Year Ended December 31,

Beginning balance $ 330,346 $ 315,285

Net additions (1)

48,031 60,979

Upward adjustments 1,861 62

Previously-held interest in acquiree (2)

Impairments and downward adjustments ( 18,717 ) ( 25,980 )

Ending balance $ 361,521 $ 330,346

__________________

(1) Net additions include additions from purchases and reductions due to exits of strategic investments.

(2) See Note 19.

Acquisitions for additional details on the Company’s 2023 acquisition.

The following table summarizes the cumulative impact from remeasurement of measurement alternative investments outstanding at the dates shown, recorded in Other (income) expense, net in the Consolidated Statements of Operations (in thousands):

Cumulative upward adjustments

$ 6,774 $ 4,913

Cumulative impairments and downward adjustments

$ ( 145,762 ) $ ( 127,045 )

The Company’s non-financial assets, such as software and equipment, goodwill, and other intangible assets, are adjusted to fair value when an impairment charge is recognized.

The Company’s strategic investments are nearly all accounted for using the measurement alternative, whereby they are recognized at cost and adjusted to fair value for observable transactions for same or similar investments of the same issuer or for impairment, on a non-recurring basis.

Fair value measurements for these strategic investments are based predominantly on Level 3 inputs to an Option-Pricing Model that uses publicly available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, adjustments for other company-specific developments, and the rights and obligations of the securities the Company holds.

The impact on the Consolidated Statements of Operations from remeasurement of measurement alternative investments was immaterial for all periods presented, as were cumulative upward adjustments of measurement alternative investments outstanding at December 31, 2025 and 2024.

Cumulative impairments and downward adjustments as of these dates were $ 127.7 million and $ 145.8 million, respectively.

Assets and liabilities not measured and recorded at fair value

Certain of the Company’s financial instruments are not measured and recorded at fair value because carrying values of these instruments approximate their fair values due to their liquid or short-term nature.

These include cash, restricted cash, USDC, certain customer custodial funds and related liabilities, and the following financial instruments denominated in fiat or USDC, as applicable:

accounts receivable, loan receivables, collateral pledged, obligations to return collateral, and accounts payable.

If these financial instruments were recorded at fair value, they would be based on Level 1 valuation inputs, except for the following financial instruments denominated in fiat or USDC, as applicable, which would be based on Level 2 valuation inputs:

loan receivables, certain other receivables, and certain payables.

The Company’s long-term debt is not measured and recorded at fair value.

As of December 31, 2024, the estimated fair value of the 2026 Convertible Notes, the 2030 Convertible Notes, the 2028 Senior Notes, and the 2031 Senior Notes were $ 1.3 billion, $ 1.4 billion, $ 901.3 million, and $ 625.0 million, respectively.

As of December 31, 2023, the estimated fair value of the 2026 Convertible Notes, the 2028 Senior Notes, and the 2031 Senior Notes were $ 1.2 billion, $ 828.4 million, and $ 557.8 million, respectively.

These are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs.

Certain of the Company’s financial instruments are not measured and recorded at fair value but their carrying values approximate fair value due to their liquid or short-term nature.

Financial instruments denominated in fiat or payment stablecoins that would be based on Level 1 valuation inputs if they were recorded at fair value include cash, restricted cash, payment stablecoins, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral.

Financial instruments denominated in fiat or payment stablecoins that would be based on Level 2 valuation inputs if they were recorded at fair value include accounts receivable, loan receivables, accounts payable.

The Company’s long-term debt is not measured and recorded at fair value and its carrying value generally does not approximate its fair value.

Long-Term Debt for its estimated fair value.

CAPITAL STOCK

Preferred stock

In connection with the Direct Listing, the Company’s amended and restated certificate of incorporation (the “Restated Certificate of Incorporation”) became effective, which authorized the issuance of 500,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors (the “Board”).

The Company’s certificate of formation (the “Certificate of Formation”) authorizes the issuance of 500,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share with rights and preferences, including voting rights, designated from time to time by the Board.

Pursuant to the Certificate of Formation, the Board is authorized to issue 10,000,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, and 500,000,000 shares of undesignated common stock.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Pursuant to the Restated Certificate of Incorporation, the Board is authorized to issue 10,000,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, and 500,000,000 shares of undesignated common stock.

Dividend rights

2 unchanged sentences

Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share.

Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of the Company.

Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters (including the election of directors) submitted to a vote of the shareholders of the Company.

Right to receive liquidation distributions

Upon a liquidation, dissolution, or winding-up of the Company, the assets legally available for distribution to stockholders would be distributed ratably among the holders of Class A common stock and Class B common stock and any participating preferred stock or new series of common stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock or new series of common stock.

Upon a liquidation, dissolution, or winding-up of the Company, the assets legally available for distribution to shareholders would be distributed ratably among the holders of Class A common stock and Class B common stock and any participating preferred stock or new series of common stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock or new series of common stock.

Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on a one -to-one basis.

In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a sale or transfer (other than with respect to certain estate planning and other transfers).

Further, upon certain events specified in the Restated Certificate of Incorporation, all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock.

Further, upon certain events specified in the Certificate of Formation, all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock.

Once converted into Class A common stock, the Class B common stock will not be reissued.

Share repurchase program

In October 2024, the Board authorized the repurchase of up to an aggregate of $ 1.0 billion of the Company’s Class A common stock without expiration.

Repurchases may be made at management’s discretion from time to time on the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), through privately negotiated transactions, or by other methods in accordance with applicable securities laws and other restrictions.

The timing and amount of any repurchases will depend on market conditions and other considerations.

The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock, and the program may be modified, suspended, or discontinued at any time.

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

In October 2024, the Board authorized and approved a share repurchase program, which provided for the repurchase of up to $ 1.0 billion of the Company’s Class A common stock without expiration and in October 2025, the Board (i) increased the aggregate repurchase authorization under the program from $ 1.0 billion to $ 2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of the Company’s outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”) (as modified, the “Repurchase Program”).

Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations.

The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion.

The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock or Notes and may be modified, suspended, or discontinued at any time.

As of December 31, 2025, $ 790.2 million had been utilized to repurchase 3,039,095 shares under the Repurchase Program, and $ 1.2 billion remained available for future repurchases, when considered on a settlement date basis.

STOCK-BASED COMPENSATION

As of December 31, 2025, there were 21,173,773 shares of Class A common stock subject to issued and outstanding options, RSUs, and PRSUs, and 1,313,602 shares of Class B common stock subject to issued and outstanding options under the Plans.

Under the 2021 Plan, there were 56,740,929 shares of Class A common stock available for future issuance.

In addition, under the 2021 Plan and the ESPP, there

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

were 67,626,288 shares and 13,255,824 shares, respectively, of Class A common stock available for issuance.

Stock options

A summary of stock options activity, including performance-based options, is as follows (in thousands, except per share and years data):

Following is a summary of stock options activity, including performance-based options (in thousands, except per share and years data):

Weighted Average

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Vested and expected to vest at December 31, 2025 16,019 $ 26.07 4.3 $ 3,205,042

As of December 31, 2024, there was total unrecognized compensation cost of $ 25.6 million related to unvested stock options, which cost is expected to be recognized over a weighted-average period of 2.7 years.

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 1.2 billion, $ 226.5 million, and $ 336.3 million, respectively.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 w as $ 895.6 million, $ 1.2 billion, and $ 226.5 million, respectively.

During the years ended December 31, 2025, 2024, and 2023, 2,702,829 , 1,647,333 , and 4,567,625 stock options, respectively, vested with a weighted-average grant date fair value of $ 9.38 , $ 24.81 , and $ 15.93 per share, respectively.

The weighted-average assumptions used under the Black-Scholes-Merton Option-Pricing Model to calculate the fair value of the options granted during the periods presented were as follows (in percentages, except as noted):

Year Ended December 31,

The weighted-average assumptions inputs to the Black-Scholes-Merton Option-Pricing Model used to calculate the fair value of options granted during the year ended December 31, 2023, the most recent grants, were as follows (in percentages, except as noted):

Dividend yield 0.0

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Chief Executive Officer performance stock options

On August 11, 2020, the Company granted its Chief Executive Officer an option award to purchase up to 9,293,911 shares of Class A common stock, at an exercise price of $ 23.46 per share.

On August 11, 2020, the Company granted its Chief Executive Officer an option award to purchase up to 9,293,911 shares of Class A common stock, at an exercise price of $ 23.46 per share and total grant date fair value of $ 56.7 million.

Vesting of the award is dependent on both performance-based and market-based conditions being met.

The total grant date fair value of this award was $ 56.7 million.

The performance condition was contingent on the Company’s registration statement being declared effective by the SEC under the Securities Act.

The occurrence of this event was considered to not be probable until such time that it occurred.

During April 2021, as a result of the Company’s registration statement being declared effective by the SEC, the performance condition of the option award granted to the Chief Executive Officer was met.

No awards vested at that time as none of the accompanying market-based conditions had been met.

As of December 31, 2025, 5,613,522 of these options have vested, including 2,453,592 during the year then ended, while vesting of the remainder is subject to market conditions contingent on the Company’s Class A common stock price achieving certain stock price target milestones.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The market conditions are contingent on the Company’s Class A common stock price achieving certain stock price target milestones.

On July 8, 2021, the first price target of the award was met, resulting in the vesting of 3,159,930 shares of Class A common stock subject to the option award.

During each of the years ended December 31, 2024, 2023, and 2022, stock-based compensation expense of $ 3.9 million was recognized related to this award.

Restricted stock units

A summary of RSU activity is as follows (in thousands, except per share data):

Following is a summary of RSU activity (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value Per Share

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During the years ended December 31, 2024 and 2023, the weighted-average grant date fair value per share granted was $ 158.85 and $ 108.07 , respectively.

During the years ended December 31, 2024, 2023, and 2022, the aggregate fair value as of the vest date of RSUs that vested was $ 1.4 billion, $ 753.9 million, and $ 947.9 million, respectively.

In December 2022, the Company modified certain RSU awards held by 1,198 employees to accelerate vesting of the remaining unvested awards on December 21, 2022 instead of the original vest date of February 20, 2023.

The modification of awards did not result in any incremental compensation cost, however $ 36.1 million of stock-based compensation expense was accelerated and recognized upon modification.

As of December 31, 2024, there was total unrecognized compensation cost of $ 307.2 million related to unvested RSUs, which cost is expected to be recognized over a weighted-average period of 1.4 years.

During the years ended December 31, 2025, 2024, and 2023, the aggregate fair value as of the vest date of RSUs that vested was $ 1.0 billion, $ 1.4 billion, and $ 753.9 million, respectively.

Performance restricted stock units

A summary of PRSU activity is as follows (in thousands, except per share data):

Following is a summary of PRSU activity (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value Per Share

3 unchanged sentences

President & Chief Operating Officer performance award

On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering a target of 401,983 shares of Class A common stock and up to a maximum of 803,966 shares of Class A common stock (the “2023 COO Performance Award”).

On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering up to a maximum of 803,966 shares of Class A common stock (the “2023 COO Performance Award”).

Up to 40 % of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values which are separately evaluated for the period commencing January 1, 2023 and ending on December 31, 2025, subject to her continued employment until February 20, 2026 (the “Financial Performance Tranches”).

Up to 60 % of the

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

2023 COO Performance Award is subject to vesting in increments based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025, and the three year period between January 1, 2023 and December 31, 2025, subject to her continued employment through the applicable year end dates (the “Market Tranches”).

Up to 60 % of the 2023 COO Performance Award is subject to vesting in increments based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025, and the three year period between January 1, 2023 and December 31, 2025, subject to her continued employment through the applicable year end dates (the “Market Tranches”).

The total grant date fair value of the Market Tranches of this award was $ 25.1 million, while the grant date fair value of the Financial Performance Tranches was $ 19.5 million assuming maximum achievement.

During the years ended December 31, 2024 and 2023, stock-based compensation expense of $ 10.0 million and $ 9.8 million was recognized, respectively, related to this award.

During the year ended December 31, 2024, certain conditions were met that triggered expensing of a portion of Financial Performance Tranches that were previously not being expensed until such conditions were met.

The Company is not yet recognizing expense with respect to the remaining portion of these tranches;

as of December 31, 2024, the remaining grant date fair value of the Financial Performance Tranches that is not yet expensing is $ 17.0 million.

As of December 31, 2024, there was total unrecognized compensation cost of $ 7.7 million related to the unvested PRSUs that are currently expensing, which costs are expected to be recognized over a weighted-average period of one year .

Restricted stock

A summary of restricted stock activity is as follows (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value Per Share

Balance at January 1, 2024 543 $ 114.22

Vested ( 199 ) 138.05

Forfeited and cancelled ( 4 ) 267.48

Balance at December 31, 2024 340 $ 98.49

During the years ended December 31, 2023 and 2022, the weighted-average grant date fair value per share granted was $ 114.22 and $ 137.05 , respectively.

During the years ended December 31, 2024, 2023, and 2022, the aggregate fair value as of the vest date of restricted stock that vested was $ 37.8 million, $ 56.0 million, and $ 148.6 million, respectively.

As of December 31, 2024, there was total unrecognized compensation cost of $ 8.5 million related to unvested restricted stock, which cost is expected to be recognized over a weighted-average period of 0.9 years.

Employee Stock Purchase Plan

During the years ended December 31, 2024, 2023, and 2022, total stock-based compensation expense of $ 13.4 million, $ 17.3 million, and $ 28.4 million, respectively, was recognized related to the ESPP.

As of December 31, 2024 and 2023, the Company had a liability of $ 5.1 million and $ 4.1 million, respectively, related to the accumulated payroll deductions, which are refundable to employees who withdraw from the ESPP.

This amount is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

As of December 31, 2024, there were 11.0 million shares of Class A common stock available for issuance under the ESPP.

As of December 31, 2025, the performance and market targets for the unvested shares shown in the table above were achieved, while vesting remained subject to final certification or continued employment through the applicable vesting date (either January 15, 2026 or February 20, 2026).

Coinbase Global, Inc.

1 unchanged sentence

Stock-based compensation

The effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets are as follows (in thousands):

Following are the effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands):

Year Ended December 31,

13 unchanged sentences

During the years ended December 31, 2025, 2024, and 2023, the Company recognized an income tax benefit of $ 386.3 million, $ 537.7 million, and $ 205.6 million, respectively, related to stock-based compensation expense.

OTHER (INCOME) EXPENSE, NET

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

As of December 31, 2025, there was total unrecognized compensation cost of $ 417.4 million and $ 142.7 million related to unvested RSUs and RSAs, respectively, which is expected to be recognized over a weighted-average of 1.5 years and 3.4 years, respectively.

Unrecognized compensation cost for all other stock-based compensation awards was immaterial at this date.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

OTHER CONSOLIDATED STATEMENTS OF OPERATIONS DETAILS

Disaggregation of relevant expense captions, as defined in ASU 2024-03, consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Losses (gains) on strategic investments, net $ 11,553 $ ( 24,368 ) $ 101,219

Losses on foreign exchange, net 2,485 10,609 161,749

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

Other ( 43,112 ) ( 36,441 ) 2,505

Total other (income) expense, net $ ( 29,074 ) $ ( 167,583 ) $ 265,473

Technology and development

Employee-related (1)

$ 1,052,597 $ 1,036,656 $ 936,881

Website hosting and infrastructure 322,125 228,392 192,009

Amortization, depreciation, and impairment (2)

157,067 122,595 131,611

138,816 80,609 64,040

Total technology and development

$ 1,670,605 $ 1,468,252 $ 1,324,541

Sales and marketing

USDC rewards $ 441,347 $ 224,255 $ 34,944

Marketing programs

402,555 247,087 134,018

Employee-related (1)

136,229 151,036 143,762

78,446 32,066 19,588

Total sales and marketing

$ 1,058,577 $ 654,444 $ 332,312

General and administrative

Employee-related (1)

$ 664,761 $ 606,554 $ 571,083

Professional services 292,599 202,956 182,908

Customer support (5)

224,193 124,940 48,804

438,089 365,807 271,513

Total general and administrative

$ 1,619,642 $ 1,300,257 $ 1,074,308

_______________

(1) Represents employee compensation, including transactions entered into for the benefit of employees such as health and wellness benefits.

(2) Comprises amortization, depreciation, and intangible asset impairment expenses, none of which are individually material except for amortization of internal-use software and other intangible assets, as quantified in Notes 9.

Software and Equipment, Net and 10.

Goodwill and Intangible Assets, Net , respectively.

(3) Comprises primarily costs of contract resources, consulting, and facilities.

(4) Comprises primarily costs of contract resources, travel, and software, as well as amortization, depreciation, and intangible asset impairment expenses.

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

(6) Comprises largely costs of contract resources, public policy efforts, software, and legal settlements.

Also includes amortization, depreciation, and intangible asset impairments, none of which are individually material.

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

Year Ended December 31,

2025 2024 2023

(Gains) losses on investments, net (1)

$ ( 680,520 ) $ 11,553 $ ( 24,368 )

( 20,374 ) ( 40,627 ) ( 143,215 )

Total other income, net $ ( 700,894 ) $ ( 29,074 ) $ ( 167,583 )

_______________

(1) Comprises gains and losses on Marketable and Strategic investments, excluding Crypto assets held for investment.

For the year ended December 31, 2025, the amount includes $ 251.7 million in unrealized net gains on equity securities still held at December 31, 2025 and $ 438.0 million in realized net gains.

Fair Value Measurements for additional details.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The components of income (loss) before income taxes were attributable to the following regions (in thousands):

4 unchanged sentences

Total income (loss) before income taxes $ 1,522,065 $ 2,942,644 $ ( 76,845 )

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Provision for (benefit from) income taxes consisted of the following (in thousands):

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Total provision for (benefit from) income taxes $ 261,738 $ 363,578 $ ( 171,716 )

The table below provides the updated requirements of ASU 2023-09 for 2024.

Summary of Significant Accounting Policies — Recent accounting pronouncements for additional details on the adoption of ASU 2023-09.

The effective income tax rate for the year ended December 31, 2024 differs from the statutory federal income tax rate as follows (in thousands, except percentages):

The table below provides the updated requirements of ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) for 2025 and 2024.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The effective income tax rate for the years ended December 31, 2025 and 2024 differs from the statutory federal income tax rate as follows (in thousands, except percentages):

Year Ended December 31,

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State and local income taxes, net of federal benefit (1)

33,623 2.21 66,325 2.25

Foreign tax effects 59,128 3.88 18,705 0.64

Effect of changes in tax laws or rates enacted in the current period — —

Effect of cross-border tax laws:

11 unchanged sentences

________________

(1) State taxes in California, New York, New Jersey, and Illinois made up the majority (greater than 50%) of the tax effect in this category.

(1) State and local taxes in California, Texas, and New York City made up the majority (greater than 50%) of the tax effect in this category.

The Company’s effective tax rate of 17.20 % for the year ended December 31, 2025 is due primarily to tax benefits related to stock-based compensation, partially offset by state taxes and nondeductible expenses, including the impact of certain non-US losses.

The Company’s effective tax rate of 12.36 % for the year ended December 31, 2024 is due primarily to tax benefits related to stock-based compensation and federal R&D credits, reduced by state taxes and certain nondeductible compensation.

1 unchanged sentence

Notes to Consolidated Financial Statements

As previously disclosed for the years ended December 31, 2023 and 2022, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

As previously disclosed for the year ended December 31, 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Year Ended December 31, 2023

statutory rate 21.00 %

21.00 % 21.00 %

State income taxes, net of federal benefit 6.08 %

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Non-deductible compensation ( 48.93 ) %

( 48.93 ) ( 1.34 )

Equity compensation 43.51 %

43.51 ( 3.43 )

Adjustment to prior year provision 24.85 %

24.85 ( 0.23 )

Change in valuation allowance 195.59 %

195.59 ( 6.37 )

Foreign tax credit 6.31 %

Global Intangible Low Taxed Income (GILTI)

( 18.55 ) ( 0.94 )

Global Intangible Low Taxed Income ( 18.55 ) %

Uncertain tax positions ( 56.06 ) %

( 13.05 ) ( 0.16 )

Other ( 13.05 ) %

Effective income tax rate

223.46 % 14.35 %

The Company’s effective tax rate of 223.46 % for the year ended December 31, 2023 is due primarily to a reduction of a valuation allowance related to impairment charges on crypto assets held and strategic investments and tax benefits related to federal R&D credits, reduced by certain nondeductible compensation, tax on non-U.S.

earnings, and other nondeductible expenses related to political contributions.

The Company’s effective tax rate of 14.35 % for the year ended December 31, 2022 reflects a tax benefit on pretax loss reduced by certain nondeductible compensation and a valuation allowance recorded on impairment charges related to crypto assets held and strategic investments.

The Company’s effective tax rate can be volatile based on the amount of pretax income or loss in the reporting period.

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Capitalized expenses 653,138 951,665

Capital losses - realized/unrealized

Gross deferred tax assets 1,143,488 1,538,412

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Depreciation and amortization ( 13,836 ) ( 33,370 )

Prepaid expenses ( 14,457 ) ( 10,870 )

Intangibles ( 82,931 ) —

Lease ROU assets

( 39,800 ) ( 20,369 )

Installment gain ( 8,863 ) ( 10,918 )

Capital gains - unrealized

7 unchanged sentences

deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized.

On July 4, 2025, One Big Beautiful Bill Act (“OBBB”) was signed into law in the United States.

OBBB includes significant changes to U.S.

federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to the tax rate on income from non-U.S.

sources and subsidiaries.

OBBB did not have a material impact on our current year effective tax rate.

However, it did contribute to a decrease in the Company’s net deferred tax asset balance due to current year expensing of previously capitalized research and experimentation expenditures.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Activity related to the Company’s valuation allowance consisted of the following (in thousands):

4 unchanged sentences

Balance, end of period $ 135,361 $ 124,202 $ 102,250

The Company’s valuation allowance as of December 31, 2024 was higher compared to 2023 due primarily to an increase in the valuation allowance related to newly generated California R&D credits.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The Company’s valuation allowance as of December 31, 2025 was higher compared to 2024 due primarily to an increase in the valuation allowance related to foreign losses, partially offset by a decrease in the valuation allowance related to California R&D credits.

As of December 31, 2025, the Company also had R&D credits of $ 38.1 million and $ 112.4 million for federal and state income tax purposes, respectively.

19 unchanged sentences

11,564 35,263 16,902

Effect of foreign currency translation

Balance, end of period

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(federal and state) and foreign jurisdictions.

The Company is currently under audit by the IRS with respect to its federal income tax returns for 2020 and 2021, and California with respect to its state income tax returns for 2018 and 2019.

The Company is also under audit in foreign jurisdictions for certain years including the United Kingdom, India, Kenya, and Philippines.

The Company is currently under audit by the IRS with respect to its federal income tax returns for 2020 and 2021, and its income tax returns for certain years in state and local jurisdictions such as California and New York.

The Company is also under audit for certain years in foreign jurisdictions such as India, Kenya and the Netherlands.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

NET INCOME (LOSS) PER SHARE

The computation of Net income (loss) p er share, including the weighted average shares outstanding used in the computation (“WASO”), is as follows (in thousands, except per share amounts):

NET INCOME PER SHARE

The computation of Net income p er share, including the weighted-average shares outstanding (“WASO”) used in the computation, is as follows (in thousands, except per share amounts):

Year Ended December 31,

2025 2024 2023

Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 )

Net income $ 1,260,327 $ 2,579,066 $ 94,871

net income allocated to participating shares — ( 1,311 ) ( 119 )

( 1,311 ) ( 119 ) —

Net income (loss) attributable to common stockholders, basic $ 2,577,755 $ 94,752 $ ( 2,624,949 )

Net income (loss) $ 2,579,066 $ 94,871 $ ( 2,624,949 )

Interest on the Convertible Notes, net of tax 13,375 — —

Net income attributable to common shareholders, basic $ 1,260,327 $ 2,577,755 $ 94,752

Net income $ 1,260,327 $ 2,579,066 $ 94,871

interest on convertible notes, net of tax 16,987 13,375 —

net income allocated to participating shares — ( 1,193 ) ( 120 )

( 1,193 ) ( 120 ) —

Fair value gain on contingent consideration arrangement, net of tax — — ( 6,230 )

Net income (loss) attributable to common stockholders, diluted $ 2,591,248 $ 94,751 $ ( 2,631,179 )

Net income attributable to common shareholders, diluted $ 1,277,314 $ 2,591,248 $ 94,751

WASO - basic 260,088 247,374 235,796

1 unchanged sentence

Stock options 15,494 16,958 16,845

16,958 16,845 —

Convertible notes 10,049 6,462 —

1,933 1,447 —

Restricted common stock

Contingent consideration

Restricted stock units 962 1,933 1,447

Performance restricted stock units 497 369 158

Restricted stock 119 281 145

WASO - diluted 287,209 273,377 254,391

Net income (loss) per share attributable to common stockholders:

Net income per share attributable to common shareholders:

Basic $ 4.85 $ 10.42 $ 0.40

Diluted $ 4.45 $ 9.48 $ 0.37

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting.

As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income (loss) per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands):

The rights, including the liquidation and dividend rights, of the holders of Class A common stoc k and Class B common stock are identical, except with respect to voting.

As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.

The following potenti ally dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance awards, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period (in thousands):

Year Ended December 31,

2025 2024 2023

Stock-based compensation awards (1)

Equity awards (1)

4,276 6,582 9,175

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(1) Includes shares under the ESPP.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

Information on acquisitions completed during the periods presented is set forth below.

The results of operations of all acquired businesses have been recorded in the Consolidated Financial Statements since the dates of acquisition.

The impact of these acquisitions was not considered significant to the Consolidated Financial Statements for the periods presented, and pro forma financial information has not been provided.

In addition, all acquisition costs incurred were immaterial and were recorded in General and administrative expense in the Consolidated Statements of Operations during the year of acquisition.

2023 acquisition

On March 3, 2023, the Company completed the acquisition of One River Digital Asset Management, LLC (“ORDAM”) by acquiring all issued and outstanding membership units of ORDAM.

The total purchase consideration transferred in the acquisition was $ 96.8 million, which included $ 31.8 million in cash and cash payable, $ 20.0 million in a previously-held interest on the acquisition date, and $ 45.0 million in Class A common stock of the Company.

The net assets acquired in acquisition was $ 31.0 million, and the excess purchase price of $ 65.8 million was recorded as goodwill.

2022 acquisitions

Unbound Security, Inc.

On January 4, 2022, the Company completed the acquisition of Unbound Security, Inc.

(“Unbound”) by acquiring all issued and outstanding shares of capital stock and stock options of Unbound.

Unbound is a pioneer in a number of cryptographic security technologies, which the Company believes will play a key role in the Company’s product and security roadmap.

In accordance with ASC 805, the acquisition was accounted for as a business combination under the acquisition method.

Goodwill $ 222,732

Intangible assets 28,500

Other assets and liabilities, net 6,752

Net assets acquired $ 257,984

None of the goodwill is expected to be deductible for tax purposes.

The goodwill balance is primarily attributed to the assembled workforce, synergies, and the use of purchased technology to develop future products and technologies.

No material measurement period adjustments were recognized during the year ended December 31, 2022.

The total consideration transferred in the acquisition was $ 258.0 million, consisting of the following (in thousands):

Cash and cash payable $ 151,550

Class A common stock of the Company 103,977

RSUs for shares of the Company’s Class A common stock 2,457

Total purchase consideration $ 257,984

Included in the purchase consideration are $ 21.7 million in cash and 85,324 shares of the Company’s Class A common stock that were subject to an indemnity holdback and that were released within 18 months from the closing date of the transaction.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

FairXchange, Inc.

On February 1, 2022, the Company completed the acquisition of FairXchange, Inc.

(“FairX”) by acquiring all issued and outstanding shares of capital stock, stock options, and warrants of FairX.

FairX is a derivatives exchange which is registered with the U.S.

Commodity Futures Trading Commission as a designated contract market (“DCM”) and the Company believes it has been a key stepping stone on the Company’s path to offer crypto derivatives to consumers and institutional customers in the United States.

In accordance with ASC 805, the acquisition was accounted for as a business combination under the acquisition method.

Goodwill $ 231,685

Intangible assets 41,000

Other assets and liabilities, net 2,405

Net assets acquired $ 275,090

None of the goodwill is expected to be deductible for tax purposes.

The goodwill balance is primarily attributed to the assembled workforce, market presence, synergies, and the use of purchased technology to develop future products and technologies.

No material measurement period adjustments were recognized during the year ended December 31, 2022.

The total consideration transferred in the acquisition was $ 275.1 million, consisting of the following (in thousands):

Cash and cash payable $ 67,168

Class A common stock of the Company

Total purchase consideration $ 275,090

The aggregate purchase consideration includes 170,397 shares of the Company’s Class A common stock for a value of $ 33.7 million to be issued after the acquisition date.

The fair value of these shares on the acquisition date is included in additional paid-in capital.

Additionally, included in the purchase consideration are $ 4.7 million in cash and 83,035 shares of the Company’s Class A common stock that were subject to an indemnity holdback and were released or cancelled in December 2024.

RESTRUCTURING

In January 2023, the Company announced a restructuring impacting 21 % of the Company’s headcount as of that date.

The restructuring was intended to manage the Company’s operating expenses in response to the then-ongoing market conditions impacting the cryptoeconomy and business prioritization efforts.

As a result, in 2023, the Company recorded restructuring charges of $ 142.6 million, which included $ 84.0 million in stock-based compensation, $ 56.7 million in separation pay, and an immaterial amount of other personnel costs.

The restructuring was completed and all amounts were settled in 2023.

In June 2022, the Company announced a restructuring impacting approximately 18 % of the Company’s headcount as of that date.

This strategic reduction of the existing global workforce was intended to manage the Company’s operating expenses in response to market conditions and ongoing business prioritization efforts.

As a result, in 2022, the Company recorded restructuring charges of $ 40.7 million, which included $ 38.7 million in separation pay and immaterial amount of other personnel costs.

The restructuring was completed and all amounts were settled in 2022.

There were no restructuring charges recorded during the year ended December 31, 2024.

The restructuring was intended to manage the Company’s operating expenses

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

in response to the then-ongoing market conditions impacting the cryptoeconomy and business prioritization efforts.

The restructuring was completed and all amounts were settled in 2023.

COMMITMENTS AND CONTINGENCIES

Crypto assets and USDC on platform

The Company is obligated to securely store all crypto assets and USDC that it holds in custodial products on behalf of customers.

Contractual obligations

As of December 31, 2025, the Company had non-cancelable purchase obligations, primarily for technology services, as follows (in thousands):

2026 $ 169,886

Total purchase obligations (1)

_______________

(1) Committed spend for non-cancellable purchase obligations greater than $ 2.0 million per obligation.

Excluded from the table above is an additional $ 180.5 million in commitments as of December 31, 2025, arising from definitive agreements to acquire interests in entities, all payable within the year ending December 31, 2026.

Crypto assets and payment stablecoins on platform

The Company is obligated to securely store all crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services, but including all assets for which we hold full keys.

As such, the Company may be liable to its users for losses arising from the Company’s failure to secure these assets from theft or loss.

The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of December 31, 2025 and 2024.

The Company holds crypto assets and USDC in custodial products on its platform on behalf of its customers totaling $ 404.0 billion and $ 191.2 billion at fair value at December 31, 2024 and 2023, respectively.

These assets are not recorded in the Consolidated Balance Sheets.

Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecorded liability of $ 404.0 billion and $ 191.2 billion at December 31, 2024 and 2023, respectively.

Since the risk of loss is remote, the Company did not record a contingent liability at December 31, 2024 or 2023.

The Company holds full keys to crypto assets and payment stablecoins held or managed on behalf of its customers totaling $ 376.1 billion and $ 404.0 billion at fair value at December 31, 2025 and 2024, respectively.

These assets are not recognized in the Consolidated Balance Sheets.

Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecognized liability of $ 376.1 billion and $ 404.0 billion at December 31, 2025 and 2024, respectively.

Since the risk of loss is remote, the Company did not recognize a contingent liability at December 31, 2025 or 2024.

The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.

Indemnifications

In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s stockholders provides indemnity to each stockholder, their partners, members, officers, directors, and stockholders and certain of their advisors;

In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s shareholders provides indemnity to each shareholder, their partners, members, officers, directors, and shareholders and certain of their advisors;

each underwriter, if any;

and each person who controls each stockholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result.

The Company will reimburse each such party for any legal and any other expenses reasonably incurred, provided that the Company will not be liable in any such case to the extent the damages arise out of or are based upon any actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such stockholder or underwriter and stated to be specifically for use therein.

and each person who controls each shareholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

information furnished by or on behalf of such shareholder or underwriter and stated to be specifically for use therein.

The Company also has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.

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Legal and regulatory proceedings

The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business.

The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies.

The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

contingencies in accordance with the loss contingencies accounting guidance.

The Company has been, currently is, and may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, intellectual property, privacy, information security, data protection, advertising, and securities.

In addition, the Company has been, currently is, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic.

The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and recognizes loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial Statements .

In July and August 2021, three purported securities class actions were filed in the U.S.

District Court for the Northern District of California against the Company, its directors, certain of its officers and employees, and certain venture capital and investment firms.

The complaints alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act, in connection with the registration statement and prospectus filed in connection with the Direct Listing.

In November 2021, these actions were consolidated and recaptioned as In re Coinbase Global Securities Litigation , and an amended complaint was f iled.

T he plaintiff seeks, among other relief, unspecified compensatory damages, attorneys’ fees, and costs.

The Company disputes the claims in these cases and is vigorously defending against them.

Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

The Company has subsequently received, and expects to receive in the future, similar shareholder claims.

In October 2021, a purported class action captioned Underwood et al.

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On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims.

On February 7, 2025, the District Court denied defendants’ Motion for Judgement on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions.

On February 7, 2025, the District Court denied defendants’ Motion for Judgment on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions.

The defendants continue to dispute the claims in this case and intend to vigorously defend against them.

Based on the nature of the proceedings in this case, the outcome of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

In December 2021, a shareholder derivative suit captioned Shin v.

Coinbase Global, Inc.

, was filed in New York state court against the Company and its directors, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, and seeking unspecified damages and injunctive relief.

The Company has subsequently received, and expects to receive in the future, similar derivative claims.

The Company disputes the claims in these cases and intends to vigorously defend against them.

During 2022, the Company’s subsidiary, Coinbase, Inc., which holds a BitLicense from the New York Department of Financial Services (“NYDFS”) and is therefore subject to examinations and investigations by the NYDFS, was subject to an investigation by the NYDFS relating to its compliance program including compliance with the Bank Secrecy Act and sanctions laws, cybersecurity, and cu stomer support.

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

January 2023, the NYDFS announced a consent order focused on historical shortcomings in Coinbase, Inc.'s compliance program.

Pursuant to the consent order, Coinbase, Inc.

paid a $ 50.0 million penalty in January 2023 and completed an agreed additional investment of $ 50.0 million in its compliance function as of the quarter ended June 30, 2024.

In April 2022, a dissenting stockholder to the Company’s acquisition of FairXchange, Inc.

(“FairX”) filed a Verified Petition for Appraisal of Stock in the Court of Chancery of the State of Delaware seeking, among other relief, an appraisal of the fair value of their common and preferred shares of FairX stock.

Petitioners contended that the valuation of FairX was higher than the valuation ascribed by the parties at the time of the transaction.

The case was captioned Hyde Park Venture Partners Fund III, L.P.

FairXchange, LLC, et al .

Trial took place in November 2023 and post-trial briefing and argument was completed on March 5, 2024 and March 22, 2024, respectively.

A settlement offer was made and rejected in November 2023, and another settlement offer was made and rejected in May 2024.

On July 30, 2024, the Court of Chancery of the State of Delaware issued an opinion determining the fair value of FairX to be the deal price ascribed by the parties at the time of the transaction, plus both pre- and post-judgment interest.

On October 29, 2024, final judgment was entered reflecting this fair value, and the appeal period expired on December 2, 2024 without an appeal filed by either party.

The total amount paid by the Company in satisfaction of the final judgment during the year ended December 31, 2024 was $ 57.7 million of which $ 10.1 million was recovered from an indemnity holdback established in connection with the FairX acquisition in 2022, including the cancellation of 38,041 shares of the Company’s Class A common stock subject to the indemnity holdback.

In June 2023, the SEC filed a complaint in the District Court against the Company and Coinbase, Inc.

alleging that Coinbase, Inc.

has acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc.

has offered and sold securities without registering its offers and sales in violation of Sections 5(a) and 5(c) of the Securities Act.

The SEC has also alleged that the Company is liable for the alleged violations as an alleged control person of Coinbase, Inc.

The case is captioned SEC v.

Coinbase, Inc.

The SEC seeks, among other relief, injunctive relief, disgorgement and civil money penalties.

The Company and Coinbase, Inc.

filed an answer to the SEC complaint in June 2023, dispute the claims in this case, and intend to vigorously defend against them.

On August 4, 2023, the Company and Coinbase, Inc.

filed a motion for judgment on the pleadings.

The SEC filed its response on October 3, 2023 and the Company and Coinbase, Inc.

filed their reply on October 24, 2023.

Oral argument took place on January 17, 2024.

On March 27, 2024, the District Court denied in part the Company and Coinbase, Inc.’s motion for judgment on the pleadings with respect to the SEC’s claims that Coinbase, Inc.

has operated as an unregistered securities exchange, broker, and clearing agency and has engaged in an unregistered offer and sale of securities through the Company’s staking program.

The District Court dismissed the SEC’s claim that Coinbase, Inc.

acts as an unregistered broker through its wallet service.

Subsequently, on April 12, 2024, the Company and Coinbase, Inc.

filed a motion with the District Court seeking certification of an interlocutory appeal to the Court of Appeals.

The District Court granted that motion on January 7, 2025 and stayed proceedings in the District Court.

On January 17, 2025, the Company and Coinbase, Inc.

filed a petition for permission to appeal to the Court of Appeals.

Based on the preliminary nature of the proceedings in this case, the outcome of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

An adverse resolution of the SEC’s lawsuit could have a material impact on the Company’s business and financial statements.

In June 2023, the Company and Coinbase, Inc.

2 unchanged sentences

In July 2023, the Company and Coinbase, Inc.

entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

pending final adjudication of the matters.

In October 2023, the Company and Coinbase, Inc.

entered into a similar agreement with the Maryland state securities regulator.

In March and April 2025, the Alabama, Kentucky, Illinois, South Carolina, and Vermont state securities regulators dismissed, vacated, rescinded, and/or withdrew their legal actions.

The Company and Coinbase, Inc.

1 unchanged sentence

Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or financial statements at this time.

An adverse resolution could have a material impact on the Company’s business and financial statements.

An adverse resolution in these state matters could have a material impact on the Company’s business and financial statements.

The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products.

3 unchanged sentences

Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes and the withholding of tax at source.

Further, it is possible that a dditional legislation or guidance may be issued by U.S.

Further, it is possible that additional legislation or guidance may be issued by U.S.

governing bodies that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued.

1 unchanged sentence

RELATED PARTY TRANSACTIONS

Revenue and Accounts receivable, net

Related party customer activity

Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform.

The Company recognized revenue from related party customers of $ 22.7 million, $ 17.9 million, and $ 12.9 million during the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024 and 2023, Accounts receivable, net from related party customers were $ 2.7 million and $ 3.4 million, respectively.

Customer custodial funds and liabilities

Customer custodial funds and Customer custodial fund liabilities for related parties as of December 31, 2024 and 2023 were $ 44.0 million and $ 348.0 million, respectively.

O ther assets

The Company made strategic investments of an aggregate of $ 12.1 million and an $ 4.0 million amount for the years ended December 31, 2024 and 2023, respectively, in investees in which certain related parties of the Company held an interest over 10%.

Expenses and Accounts payable

During the years ended December 31, 2024 and 2023, the Company incurred $ 1.5 million, $ 2.5 million, respectively, for professional and consulting services provided by entities affiliated with

The Company recognized the following from related party customer activity:

• Total revenue of $ 9.6 million, $ 22.7 million, and $ 17.9 million during the years ended December 31, 2025, 2024, and 2023, respectively;

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

related parties.

There were no professional and consulting services provided by entities affiliated with related parties to note during the year ended December 31, 2022.

As of December 31, 2024 and 2023, Accounts payable to related parties were none and immaterial, respectively.

• Accounts receivable, net of $ 0.4 million and $ 2.7 million as of December 31, 2025 and 2024, respectively;

• Transaction expense of $ 0.1 million, $ 0.1 million and an immaterial amount during the years ended December 31, 2025, 2024, and 2023, respectively;

• Customer custodial funds and Customer custodial fund liabilities of each $ 11.0 million and $ 44.0 million as of December 31, 2025 and 2024, respectively.

Related party investments

The Company made strategic investments of an aggregate of $ 14.2 million and $ 12.1 million during the years ended December 31, 2025 and 2024, respectively, in investees in which certain related parties of the Company held an interest over 10%.

Other related party activity

General and administrative costs from related party activities, primarily consulting services provided by entities affiliated with related parties, were $ 0.1 million, $ 1.4 million, and $ 2.5 million, during the years ended December 31, 2025, 2024, and 2023, respectively.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Changes in operating assets and liabilities affecting cash were as follows (in thousands):

Year Ended December 31,

2024 2023 2022

USDC $ ( 547,091 ) $ 254,571 $ ( 848,138 )

Accounts receivable, net ( 100,568 ) 80,375 ( 141,023 )

Customer custodial funds in transit 46,829 ( 115,391 ) 28,952

Income taxes, net 77,099 8,547 1,906

Other current and non-current assets 48,564 28,033 19,237

Other current and non-current liabilities ( 2,835 ) 70,071 ( 92,382 )

Net changes in operating assets and liabilities $ ( 478,002 ) $ 326,206 $ ( 1,031,448 )

The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands):

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Total cash, cash equivalents, and restricted cash and cash equivalents $ 16,893,420 $ 15,683,455 $ 9,925,812

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The following is a supplemental schedule of non-cash investing and financing activities (in thousands):

1 unchanged sentence

2025 2024 2023

Crypto asset loan receivables originated $ 1,559,716 $ 396,981 $ —

Crypto asset loan receivables repaid 1,489,839 469,763 —

Crypto assets received as collateral 3,030,311 886,403 —

Crypto assets received as collateral returned 2,759,660 630,682 —

USDC received as collateral — 255,383 26,874

USDC received as collateral returned — 282,257 —

Non-cash consideration paid for business combinations $ 3,677,634 $ — $ 51,494

Crypto assets borrowed 4,293,287 844,717 450,663

Crypto assets borrowed repaid 4,239,621 579,210 559,191

Crypto assets pledged as collateral — 25,027 10,743

Crypto assets pledged as collateral returned — 35,770 —

USDC borrowed 122,566 — —

USDC borrowed repaid 48,407 — —

USDC pledged as collateral 98,034 131,936 47,634

USDC pledged as collateral returned 145,905 127,690 —

Dispositions of crypto asset investments 182,168 42,551 617

Cumulative-effect adjustment due to the adoption of ASU 2023-08 561,489 — —

Non-cash consideration paid for business combinations — 51,494 324,925

The following is a supplemental schedule of cash paid for interest and income taxes (in thousands):

Customer crypto assets received as collateral 3,117,616 3,030,311 886,403

Customer crypto asset collateral returned 2,755,431 2,759,660 630,682

Crypto asset loan receivables originated 2,365,370 1,559,716 396,981

Crypto asset loan receivables repaid 2,430,569 1,489,839 469,763

Additions of crypto asset investments 166,291 — —

Cumulative-effect adjustment upon adoption of ASU 2023-08 — 561,489 —

Coinbase Global, Inc.

Notes to Consolidated Financial Statements

The following is a supplemental schedule of cash paid for income taxes (in thousands):

Year Ended December 31,

2025 2024 2023

Cash paid during the period for interest $ 68,543 $ 76,142 $ 82,399

Cash paid during the period for income taxes, net of refunds:

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Foreign 51,913 25,785 —

Total cash paid during the period for income taxes

Total cash paid during the period for income taxes, net of refunds

$ 164,868 $ 140,341 $ —

Cash paid during the period for income taxes (prior to ASU 2023-09) $ — $ 39,122 $ 35,888

Cash paid during the period for income taxes (pre ASU 2023-09)

$ — $ — $ 39,122

Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2025 include U.S.

Federal at $ 63.9 million, California at $ 8.8 million, New York State at $ 8.6 million, and New York City at $ 7.3 million.

Federal at $ 60.7 million, New York State at $ 13.2 million, Netherlands at $ 10.9 million, and Brazil at $ 9.1 million.

SUBSEQUENT EVENTS

On February 5, 2025, 1,226,796 performance-based options granted to the Company’s Chief Executive Officer, as described in Note 15.

Stock-Based Compensation , vested in accordance with their original terms due to the Company’s Class A common stock price achieving a specified stock price target milestone.

In January 2026, the Board approved an increase in the aggregate repurchase authorization under the Repurchase Program from $ 2.0 billion to $ 4.0 billion.

Subsequent to December 31, 2025 and through February 10, 2026, the Company repurchased 5,188,656 shares of Class A common stock for $ 954.7 million in cash under the Repurchase Program, leaving $ 2.3 billion available for future repurchases, all when considered on a settlement date basis.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data