6 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
+Added: Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025 .
+Added: Excluded from our evaluation were internal controls over financial reporting at Sentillia B.V., for which control was acquired on August 14, 2025.
+Added: The financial statements of this entity constitute less than 1% of total assets and 2% of total revenue as of and for the year ended December 31, 2025, respectively.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
10 unchanged sentences
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”).
−Removed: During the three months ended December 31, 2024, three of the Company’s officers adopted a Rule 10b5-1 Plan.
−Removed: The applicable Rule 10b5-1 Plans were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.
−Removed: On December 2, 2024 , Emilie Choi , the Company’s President and Chief Operating Officer , entered into a Rule 10b5-1 Plan (the “Choi Plan”).
−Removed: On December 17, 2024 , Ms.
−Removed: Choi terminated the Choi Plan for estate planning purposes.
−Removed: As of the date of termination of the Choi Plan, Ms.
−Removed: Choi had not sold any shares of Class A common stock thereunder.
−Removed: The Choi Plan provided for the potential sale of up to 733,235 shares of Class A common stock owned by Ms.
−Removed: Choi, including upon the vesting and settlement of restricted stock units (“RSUs”) and performance RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock was higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of March 3, 2025 and December 31, 2025 .
−Removed: The Choi Plan provided for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs and performance RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations.
−Removed: The number of shares to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Choi Plan, could only be determined upon the occurrence of the future vesting events.
−Removed: For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events.
−Removed: On December 3, 2024 , Jennifer Jones , the Company’s Chief Accounting Officer , entered into a Rule 10b5-1 Plan (the “Jones Plan”) providing for the potential sale of up to 23,625 shares of Class A common stock owned by Ms.
−Removed: Jones, plus an additional undetermined number of shares of Class A common stock to be received by Ms.
−Removed: Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Jones Plan or, in certain circumstances, at the market price , between an estimated start date of March 4, 2025 and February 27, 2026 .
−Removed: The Jones Plan provides for the sale of shares of Class A common stock to be received by Ms.
−Removed: Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock.
−Removed: The Jones Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations and shares sold pursuant to Ms.
−Removed: Jones’ prior Rule 10b5-1 Plan dated February 29, 2024 (the “Prior Jones Plan”).
−Removed: The numbers of shares (i) to be received by Ms.
−Removed: Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company or sold pursuant to the Prior Jones Plan, and therefore the exact number of shares to be sold pursuant to the Jones Plan, can only be determined upon the occurrence of future events.
−Removed: For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events or to be sold pursuant to the Prior Jones Plan.
+Added: During the three months ended December 31, 2025, one of the Company’s officers adopted a Rule 10b5-1 Plan, which was entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.
On December 3, 2025 , Lawrence Brock , the Company’s Chief People Officer , entered into a Rule 10b5-1 Plan (the “Brock Plan”) providing for the potential sale of up to 86,393 shares of Class A common stock owned by Mr.
−Removed: Brock, plus an additional undetermined number of shares of Class A common stock to
−Removed: be received by Mr.
−Removed: Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan or, in certain circumstances, at the market price , between an estimated start date of March 3, 2025 and February 27, 2026 .
+Added: Brock, plus an additional undetermined number of shares of Class A common stock to be received by Mr.
+Added: Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan or, in certain circumstances, at the market price, between an estimated start date of March 4, 2026 and May 28, 2027 .
The Brock Plan provides for the sale of shares of Class A common stock to be received by Mr.
Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock.
−Removed: The Brock Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations.
+Added: The Brock Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations and shares sold pursuant to Mr.
+Added: Brock’s prior Rule 10b5-1 Plan dated December 2, 2024 (the “Prior Brock Plan”).
The numbers of shares (i) to be received by Mr.
−Removed: Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Brock Plan, can only be determined upon the occurrence of the future vesting events.
−Removed: For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events.
+Added: Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company or sold pursuant to the Prior Brock Plan, and therefore the exact number of shares to be sold pursuant to the Brock Plan, can only be determined upon the occurrence of the future vesting events.
+Added: For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events or to be sold pursuant to the prior Brock Plan.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 .
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
Insider Trading Policies and Procedures
2 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 .
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 .
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 .
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 .
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025 .
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
4 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss)
−Removed: Consolidated Statements of Changes in Stockholders’ Equity
+Added: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
4 unchanged sentences
Incorporated by Reference Filed or Furnished Herewith
−Removed: Exhibit Number Description Form File No.
+Added: Number Description Form File No.
Exhibit Filing Date
−Removed: 3.1 Restated Certificate of Incorporation
−Removed: S-8 333-254967 4.1 4/1/2021
−Removed: 3.2 Amended and Restated Bylaws
−Removed: 8-K 001-40289 3.1 2/1/2023
+Added: Share Purchase Agreement, dated as of May 8, 2025, by and among Coinbase Global, Inc, Sentillia B.V., the Deribit Shareholders listed on Exhibit B thereto and Shareholder Representative Services LLC as the shareholders’ agent
+Added: Certificate of Formation
Form of the Registrant’s Class A common stock certificate
−Removed: S-1 333-253482 4.1 2/25/2021
Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021
−Removed: S-1 333-253482 4.2 3/17/2021
Indenture, dated as of May 21, 2021, between Coinbase Global, Inc.
Bank National Association, as trustee
−Removed: 8-K 001-40289 4.1 5/21/2021
Form of 0.50% Convertible Senior Notes due 2026 (included in Exhibit 4.3)
−Removed: 8-K 001-40289 4.2 5/21/2021
−Removed: 4.5 Indenture, dated as of September 17, 2021, among Coinbase Global, Inc., Coinbase, Inc.
+Added: First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc.
+Added: Bank National Association, as trustee (2026 Notes)
+Added: Indenture, dated as of September 17, 2021, between Coinbase Global, Inc.
Bank National Association, as trustee
−Removed: 8-K 001-40289 4.1 9/17/2021
Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.6)
−Removed: 8-K 001-40289 4.2 9/17/2021
Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.6)
−Removed: 8-K 001-40289 4.3 9/17/2021
−Removed: 4.8 I ndenture, dated as of March 18, 2024, between Coinbase Global, Inc.
+Added: Indenture, dated as of March 18, 2024, between Coinbase Global, Inc.
Bank Trust Company, National Association, as trustee
+Added: Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit 4.9)
+Added: First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc.
+Added: Bank National Association, as trustee (2030 Notes)
+Added: Indenture, dated as of August 8, 2025, between Coinbase Global, Inc.
+Added: Bank Trust Company, National Association, as trustee
+Added: Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.1 2 )
001-40289 4.2
+Added: First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc.
+Added: Bank National Association, as trustee (2029 Notes)
+Added: Indenture, dated as of August 8, 2025, between Coinbase Global, Inc.
+Added: Bank Trust Company, National Association, as trustee
+Added: 001-40289 4.3
Form of 0% Convertible Senior Notes due 2032 (included in Exhibit 4.
001-40289 4.4
+Added: First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc.
+Added: Bank National Association, as trustee (2032 Notes)
Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended
−Removed: 4.8 2/21/2023
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
−Removed: S-1 333-253482 10.1 2/25/2021
10.2† 2013 Amended and Restated Stock Plan and forms of award agreements thereunder
−Removed: S-1 333-253482 10.2 2/25/2021
2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder
−Removed: S-1 333-253482 10.3 2/25/2021
2021 Equity Incentive Plan and forms of award agreements thereunder
2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder
−Removed: 10.6† Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan
10-K 001-40289 10.5 2/13/2025
+Added: Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan
+Added: 001-40289 10.6
Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021
−Removed: S-1 333-253482 10.6 2/25/2021
Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021
−Removed: S-1 333-253482 10.8 2/25/2021
Employment Agreement by and between the Registrant and Alesia J.
Haas, dated March 29, 2021
−Removed: 10-K 001-40289 10.10 2/25/2022
Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 2021
−Removed: 10-K 001-40289 10.11 2/25/2022
Employment Agreement by and between the Registrant and Lawrence Brock, dated February 11, 2023
−Removed: 10.11 2/15/2024
−Removed: 10.12† Ame n d ed and Restated Change of Control and Severance Policy
−Removed: 10.13 Form of Capped Call Transaction Confirmation relat ing to 0.50% Convertible Senio r Notes d ue 2026
−Removed: 8-K 001-40289 10.1 5/21/2021
−Removed: 10.14 F orm of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 20 30
−Removed: 10.1 3/18/2024
−Removed: Collaboration Agreement by and between the Registrant and Circle Inter ne t Finan cial, LLC , dated August 18, 2023
−Removed: S tab lecoin E cosystem Agreement by and between the Regis trant and Circle Inter ne t Financial, LLC , dated November 14, 202 4
−Removed: 19.1 I nsider Trading Policy
+Added: Amended and Restated Change of Control and Severance Policy
+Added: Form of Capped Call Transaction Confirmation relating to 0.50% Convertible Senior Notes due 2026
+Added: Form of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 2030
+Added: Form of Capped Call Transaction Confirmation relating to 0% Convertible Senior Notes due 2029 and 0% Convertible Senior Notes due 2032
+Added: Collaboration Agreement by and between the Registrant and Circle Interest Financial, LLC, dated August 18, 2023
+Added: Stablecoin Ecosystem Agreement by and between the Registrant and Circle Interest Financial, LLC, dated November 14, 2024
+Added: Preferability Letter of Deloitte & Touche LLP regarding change in accounting principle
+Added: Insider Tradi ng Policy
List of Subsidiaries of the Registrant
−Removed: 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm
−Removed: 24.1 Power of Attorney (included on the signature page)
+Added: Consent of Deloitte & Touche LLP, independent registered pub lic accounting firm
+Added: Power of Attorney (included on the signature page of this Annual Report on Form 10-K)
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
5 unchanged sentences
Compensation Recovery Policy
−Removed: 97.1 2/15/2024
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document X
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
−Removed: 104 Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL
−Removed: ________________
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X
+Added: 104 Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted as Inline XBRL and contained in Exhibit 101
† Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
5 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: February 13, 2025
COINBASE GLOBAL, INC.
+Added: February 12, 2026
/s/ Brian Armstrong
Brian Armstrong
−Removed: Chief Executive Officer
+Added: Chief Executive Officer and Director
POWER OF ATTORNEY
27 unchanged sentences
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.