Coinbase Global, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm (Deloitte - PCAOB ID 34 ) 112 Consolidated Balance Sheets 116 Consolidated Statements of Operations 117 Consolidated Statements of Comprehensive Income 118 Consolidated Statements of Changes in Shareholders ’ Equity 119 Consolidated Statements of Cash Flows 120 Notes to Consolidated Financial Statements 121 1. Nature of Operation s 121 2. Summary of Significant Accounting Policies 121 3. Acquisitions 135 4. Revenue 136 5. Collateralized Arrangements and Financing 137 6. Crypto Assets Held for Operations 139 7. Accounts Receivable, Net 140 8. Crypto Assets Held for Investment 140 9. Software and Equipment, Net 141 10. Goodwill and Intangible Assets, Net 141 11. Long-Term Debt 143 12. Derivatives 147 13. Other Consolidated Balance Sheets Details 149 14. Fair Value Measurements 150 15. Capital Stock 151 16. Stock-Based Compensation 152 17. Other Consolidated Statements of Operations Details 156 18. Income Taxes 157 19. Net Income Per Share 162 20. Restructuring 162 21. Commitments and Contingencies 163 22. Related Party Transactions 165 23. Supplemental Disclosures of Cash Flow Information 166 2 4. Subsequent Events 167 111 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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. 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 112 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 Crypto assets are generally accessible only by the possessor of the unique private key relating to the digital wallet in which the crypto assets are held. Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet. The Company 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 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. The nature and extent of audit effort required to address the matter includes significant involvement of more experienced engagement team members and discussions and consultations with subject matter experts related to the matter.  How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to crypto assets in cold storage included the following, among others: • We consulted with subject matter experts regarding our planned audit response to address 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 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 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. /s/ Deloitte & Touche, LLP San Francisco, California February 12, 2026 We have served as the Company’s auditor since 2020. 113 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Coinbase Global, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Coinbase Global, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 114 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche, LLP San Francisco, California February 12, 2026 115 Table of Contents Coinbase Global, Inc. Consolidated Balance Sheets (In thousands, except per share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 11,285,452 $ 9,308,266 Restricted cash and cash equivalents 334,318 347,169 Customer custodial funds 5,347,428 6,158,949 Crypto assets held for operations 120,831 82,781 Loan receivables 1,354,692 644,165 Crypto assets held as collateral 822,827 767,484 Crypto assets borrowed 318,849 261,052 Accounts receivable, net 307,119 265,251 Marketable investments 309,765 — Other current assets 187,164 277,536 Total current assets 20,388,445 18,112,653 Crypto assets held for investment 1,998,871 1,552,995 Strategic investments 622,985 374,161 Deferred tax assets 570,819 941,298 Software and equipment, net 264,573 200,080 Goodwill 4,168,967 1,139,670 Intangible assets, net 1,397,794 46,804 Other non-current assets 259,378 174,290 Total assets $ 29,671,832 $ 22,541,951 Liabilities and Shareholders’ Equity Current liabilities: Customer custodial fund liabilities $ 5,347,428 $ 6,158,949 Accounts payable 117,605 63,316 Current portion of long-term debt 1,269,585 — Short-term borrowings 452,105 374,268 Obligation to return collateral 826,883 792,125 Accrued expenses and other current liabilities 687,676 552,662 Total current liabilities 8,701,282 7,941,320 Long-term debt 5,937,034 4,234,081 Other non-current liabilities 240,458 89,708 Total liabilities 14,878,774 12,265,109 Commitments and contingencies (Note 21) 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 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 3 2 Additional paid-in capital 8,566,854 5,365,990 Accumulated other comprehensive income (loss) 4,973 ( 50,051 ) Retained earnings 6,221,228 4,960,901 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. 116 Table of Contents Coinbase Global, Inc. Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenue: Net revenue $ 6,883,438 $ 6,293,246 $ 2,926,540 Other revenue 297,887 270,782 181,843 Total revenue 7,181,325 6,564,028 3,108,383 Operating expenses: Transaction expense 1,020,230 897,707 420,705 Technology and development 1,670,605 1,468,252 1,324,541 Sales and marketing 1,058,577 654,444 332,312 General and administrative 1,619,642 1,300,257 1,074,308 Losses (gains) on crypto assets held for operations, net 20,704 ( 71,725 ) — Crypto asset impairment, net — — ( 34,675 ) Restructuring — — 142,594 Other operating expense, net 356,126 7,933 10,260 Total operating expenses 5,745,884 4,256,868 3,270,045 Operating income (loss) 1,435,441 2,307,160 ( 161,662 ) Interest expense 85,413 80,645 82,766 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 $ 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 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 per share: Basic 260,088 247,374 235,796 Diluted 287,209 273,377 254,391 The accompanying notes are an integral part of these Consolidated Financial Statements. 117 Table of Contents Coinbase Global, Inc. Consolidated Statements of Comprehensive Income (In thousands) Year Ended December 31, 2025 2024 2023 Net income $ 1,260,327 $ 2,579,066 $ 94,871 Other comprehensive income (loss): Translation adjustment 54,486 ( 19,653 ) 9,077 Income tax effect 538 ( 128 ) ( 741 ) Translation adjustment, net of tax 55,024 ( 19,781 ) 8,336 Comprehensive income $ 1,315,351 $ 2,559,285 $ 103,207 The accompanying notes are an integral part of these Consolidated Financial Statements. 118 Table of Contents Coinbase Global, Inc. Consolidated Statements of Changes in Shareholders' Equity (In thousands) Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings Common Stock 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 combination 961 — 11,302 — — 11,302 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 Net income — — — — 94,871 94,871 Balance at December 31, 2023 242,048 $ 2 $ 4,491,571 $ ( 30,270 ) $ 1,820,346 $ 6,281,649 Cumulative-effect adjustment 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 Purchases of capped calls — — ( 104,110 ) — — ( 104,110 ) Other ( 38 ) — ( 10,482 ) — — ( 10,482 ) Other comprehensive loss — — — ( 19,781 ) — ( 19,781 ) Net income — — — — 2,579,066 2,579,066 Balance at December 31, 2024 253,640 $ 2 $ 5,365,990 $ ( 50,051 ) $ 4,960,901 $ 10,276,842 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. 119 Table of Contents Coinbase Global, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 2023 Cash flows from 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 Stock-based compensation expense 839,440 912,838 780,668 Deferred income taxes 238,308 151,315 ( 216,334 ) 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 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 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 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 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 ) 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 Repayments of short-term borrowings ( 580,664 ) ( 48,407 ) ( 52,122 ) Other financing activities, net 33,116 16,424 16,297 Net cash provided by (used in) financing activities 740,282 2,903,078 ( 838,205 ) Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents 1,117,115 5,806,010 ( 371,005 ) Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents 92,850 ( 48,367 ) 8,772 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 The accompanying notes are an integral part of these Consolidated Financial Statements. 120 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 1. NATURE OF OPERATIONS Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”). 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 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and preparation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements. Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Consolidated Financial Statements and notes thereto. Significant estimates and assumptions include the 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; the useful lives of long-lived assets; the impairment of long-lived assets; 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. To the extent that there are material differences between these estimates and actual results, the Consolidated Financial Statements will be affected. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. Certain prior period amounts in the Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. Change in accounting principle 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 121 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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. dollars. 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 Adjustment As Adjusted 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 Adjustment As Adjusted 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 ) 122 Table of Contents 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”). ASU 2024-03 amends ASC 220, Comprehensive Income , to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company early adopted ASU 2024-03 on December 31, 2025 on a retrospective basis. See Note 17. 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 The Company reports its segment information to reflect the manner in which the CODM reviews and assesses performance. The Company’s Chief Executive Officer and President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole. The primary financial measures used by the CODM to evaluate performance and allocate resources are net income 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 123 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. Revenue recognition 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 and institutional revenue 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 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 124 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction. Subscription and services revenue Stablecoin revenue The Company earns revenue through an arrangement, as updated in August 2023 and further updated in November 2024, with Circle Internet Financial, LLC (“Circle”). The Company’s revenue from this arrangement is determined based on the daily income generated from the reserves backing USDC, which is dependent on the total USDC market capitalization, defined as the total amount of USDC in circulatio n , less the management fees charged by non-affiliated third parties managing such reserves and certain other expenses (the “Payment Base”). From the Payment Base, (i) Circle retains a portion in consideration of its role as issuer of USDC, (ii) the Company and Circle earn an amount based on the share of USDC held on their respective platforms, (iii) other approved participants in the USDC ecosystem earn an amount based on terms agreed between the approved participant, Circle, and the Company, and (iv) the Company receives 50% of the remaining Payment Base. The arrangement is not within the scope of 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. Blockchain rewards Blockchain rewards primarily comprises staking revenue, in which the Company participates in networks with proof-of-stake consensus algorithms through creating or validating blocks on the network using the staking validators that it controls. Blockchain protocols, or the participants that form the protocol networks, reward users for performing various activities on the blockchain. The Company considers itself the principal in transactions with the blockchain networks, and therefore presents such blockchain rewards earned on a gross basis. In exchange for participating in the consensus mechanism of these networks, the Company recognizes revenue in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number of tokens received and the fair value of the token at contract inception. Interest and finance fee income The Company holds customer custodial funds at certain third-party depository institutions and asset managers, which earn interest. Interest income earned from customer custodial funds is calculated using the interest method and is not within the scope of ASC 606. 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. Other subscription and services revenue Other subscription and services revenue primarily comprises revenue from: Coinbase One; developer product revenue, including items such as delegation, participation and infrastructure services; 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. 125 Table of Contents 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, 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 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. 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 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 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. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets held as collateral includes collateral within the Company’s control and may exceed the required contractual amounts. Crypto assets held as collateral are derecognized from the Consolidated Balance Sheets when the collateral is returned to the borrower or when the collateral is sold or rehypothecated. Gains and losses at the time of derecognition are determined on a weighted average cost basis. 126 Table of Contents 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. The gain or loss on remeasurement of the Obligation to return collateral is recorded in Transaction expense. See Note 23. Supplemental Disclosures of Cash Flow Information for details on flows of non-cash collateral, including crypto assets. Borrowings and related collateral To facilitate 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. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Crypto assets borrowed are derecognized from the Consolidated Balance Sheets when they are used to originate loans with customers, in which case they are recorded as Loan receivables in the Consolidated Balance Sheets, or when they are repaid to third parties. Gains and losses at the time of derecognition are determined using the specific identification method. Crypto asset borrowings are accounted for as hybrid instruments. The liability host contract is not accounted for as a debt instrument because it is not a financial liability and is carried at the initial fair value of the assets acquired. The embedded derivative relates to the changes in the fair value of the underlying crypto asset and is subsequently measured at fair value, with changes in fair value recognized in Transaction expense in the Consolidated Statements of Operations. The term of these crypto asset borrowings either can be for a fixed term of less than one year or open-ended and repayable at the option of the Company or the lender. These borrowings bear a fee payable by the Company to the lender, which is based on a percentage of the amount borrowed. Fee expenses for crypto asset borrowings are accrued and 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’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. 127 Table of Contents 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 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, 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 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. 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 128 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. Gains and losses are influenced by the volume and mix of crypto assets received and used, and the timing of the turnover of these crypto assets. Cash flows from crypto assets held for operations are recorded as 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 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. The Company recognizes an allowance for doubtful accounts for accounts receivable based on expected credit losses. In determining expected credit losses, the Company considers historical loss experience and the aging of its accounts receivable balances. Crypto assets held for investment Crypto assets held for investment are primarily held long term. The Company does not engage in regular trading of these assets but may lend them or stake them. When crypto assets that were loaned are returned, they continue to be held for investment. See Note 5. 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 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, net in the Consolidated Statements of Operations in the period received. 129 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Software and equipment, net Software and equipment, net is stated at cost less associated accumulated depreciation and amortization, and consists mainly of capitalized internally developed software. Depreciation and amortization is computed using the straight-line method over the lesser of the estimated useful life of the asset or the remaining lease term, as applicable. The estimated useful lives of capitalized internally developed software 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. Capitalized costs consist of salaries and other compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts, and costs incurred for upgrades and enhancements to add functionality of the software. Other costs that do not meet the capitalization criteria are expensed as incurred. Business combinations, goodwill, and acquired intangible assets The 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. 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. Amortization of acquired developed technology is recorded under Technology and development expense and amortization of other acquired intangible assets is recorded under General and administrative expense in the Consolidated Statements of Operations. The Company evaluates the recoverability of acquired intangible assets on an annual basis, or more frequently whenever circumstances indicate an intangible asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. 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 2026, 2029, 2030, and 2032 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a 130 Table of Contents 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 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 Customer custodial funds represent restricted cash and cash equivalents maintained in segregated accounts of the Company at financial institutions and asset managers that are held for the exclusive benefit of customers and deposits in transit from payment processors and financial institutions. Customer custodial fund liabilities represent the obligation to return cash deposits held by customers in their fiat wallets and unsettled fiat deposits and withdrawals. Deposits in transit represent settlements from third-party payment processors and banks for customer transactions. Deposits in transit are typically received within five business days of the transaction date. The Company establishes withdrawal-based limits in order to mitigate potential losses by preventing customers from withdrawing the associated crypto asset to an external blockchain address until the deposit settles. In certain jurisdictions, deposits in transit qualify as eligible liquid assets to meet regulatory requirements to fulfill the Company’s direct obligations under customer custodial fund liabilities. In these cases, the Company restricts the use of these assets and classifies them as current based on their purpose and availability to fulfill the Company’s direct obligation under Customer custodial fund liabilities in the Consolidated Balance Sheets. 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 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. Customer custodial funds are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts. Leases The Company determines if an arrangement is a lease at inception. 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. 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. 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 131 Table of Contents 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. The Company has real estate lease agreements with lease and non-lease components for which the Company has made the accounting policy election to account for these agreements as a single lease component. Derivative contracts The Company enters into arrangements that result in obtaining the right to receive or obligation to deliver a fixed amount of crypto assets in the future. These are hybrid instruments, consisting of a receivable or debt host contract that is initially measured at the fair value of the underlying crypto assets and is subsequently carried at amortized cost, and an embedded forward feature based on the changes in the fair value of the underlying crypto asset. The embedded forward is bifurcated from the host contract, and is subsequently measured at fair value. These derivative contracts derive their value from underlying asset prices, other inputs, or a combination of these factors. Derivative contracts are recognized as either assets or liabilities in the Consolidated Balance Sheets at fair value, with changes in fair value recognized in Transaction expense, Other operating expense, net, or Other income, 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. Investments 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. Marketable and strategic investments activities are recorded in Other income, net in the Consolidated Statements of Operations. Fair value measurements The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. 132 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements • Level 2 : Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Transaction expense Transaction expense includes certain costs incurred to operate the Company’s platform, process crypto asset trades, and perform wallet services, and are directly associated with generating revenue. 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 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 Stock plans 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. 133 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pre-tax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are more likely than not of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense. For U.S. federal tax purposes, crypto asset transactions are treated under the same tax principles as property transactions. The Company recognizes a gain or loss when crypto assets are exchanged for other property, in the amount of the difference between the fair market value of the property received and 134 Table of Contents 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 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. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Basic net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants, vesting of RSUs and restricted stock, conversion of the Company’s c onvertible notes, and settlement of contingent consideration. Foreign currency transactions The Company’s functional currency is the U.S. dollar. The Company has exposure to foreign currency translation gains and losses arising from the Company’s net investment in foreign subsidiaries. The revenues, expenses, and financial results of these foreign subsidiaries are recorded in their respective functional currencies. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in Accumulated other comprehensive 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, 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. 3. ACQUISITIONS 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. Deribit 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 135 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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) 3,573,092 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 112,928 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. Echo 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 goodwill. 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. 4. REVENUE The following table presents revenue disaggregated by type (in thousands): Year Ended December 31, 2025 2024 2023 Net revenue Transaction revenue Consumer, net $ 3,322,835 $ 3,430,322 $ 1,334,018 Institutional, net 479,667 345,598 90,164 Other transaction revenue, net 252,888 210,193 95,472 Total transaction revenue 4,055,390 3,986,113 1,519,654 Subscription and services revenue Stablecoin revenue (1) 1,348,821 910,464 694,247 Blockchain rewards 677,405 705,757 330,885 Interest and finance fee income (2) 247,047 265,799 186,685 Other subscription and services revenue 554,775 425,113 195,069 Total subscription and services revenue 2,828,048 2,307,133 1,406,886 Total net revenue 6,883,438 6,293,246 2,926,540 Other revenue Corporate interest and other income (1) 297,887 270,782 181,843 Total other revenue 297,887 270,782 181,843 Total revenue $ 7,181,325 $ 6,564,028 $ 3,108,383 __________________ (1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606. (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 The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands): Year Ended December 31, 2025 2024 2023 U.S. (1) $ 6,010,607 $ 5,460,820 $ 2,725,620 International (2) 1,170,718 1,103,208 382,763 Total revenue $ 7,181,325 $ 6,564,028 $ 3,108,383 __________________ (1) Nearly all revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606, is with counterparties in the U.S. (2) No country accounted for more than 10% of Total revenue. 136 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 5. COLLATERALIZED ARRANGEMENTS AND FINANCING Lending and related collateral The following table summarizes the Company’s institutional financing lending arrangements (in thousands): December 31, 2025 2024 Fiat and payment stablecoin loan receivables $ 1,340,213 $ 551,546 Crypto asset loan receivables 14,479 92,619 Total loan receivables (1) $ 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 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 Ethereum 22,327 69,736 66,380 33,130 98,787 111,445 Other crypto assets (2) — — — nm 8,065 8,471 Crypto assets held as collateral $ 888,523 822,827 $ 521,597 767,484 Total recognized held as collateral $ 826,883 $ 792,125 __________________ nm - not meaningful (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): Year Ended December 31, 2025 2024 Beginning balance $ 767,484 $ 354,008 Collateral received 3,117,616 3,030,311 Collateral returned ( 2,755,431 ) ( 2,759,660 ) Gains 1,338 175,480 Losses ( 308,180 ) ( 32,655 ) Ending balance $ 822,827 $ 767,484 No cumulative realized gains or losses occurred during the period presented as no Crypto assets held as collateral were sold or rehypothecated. 137 Table of Contents 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): December 31, 2025 2024 Fiat and payment stablecoins $ 303,983 $ 109,982 Crypto assets 1,559,458 178,619 Total customer collateral not recognized as collateral $ 1,863,441 $ 288,601 Borrowings and related collateral 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 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 Other crypto assets (1) nm 27,145 21,698 nm 18,701 23,583 Total borrowed $ 350,367 $ 318,849 $ 275,900 $ 261,052 __________________ 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 assets borrowed. The following table provides a reconciliation of Crypto assets borrowed (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 261,052 $ 45,212 Borrowing activity: Borrowings 4,293,287 844,717 Repayment of borrowings ( 4,239,621 ) ( 579,210 ) Lending activity: Origination of loan receivables (1) ( 2,205,275 ) ( 1,346,485 ) Customer repayment of loan receivables (1) 2,226,076 1,322,636 Gains 15,996 4,023 Losses ( 32,666 ) ( 29,841 ) Ending balance $ 318,849 $ 261,052 __________________ (1) Represents loans originated from borrowed assets. See Note 8. Crypto Assets Held for Investment for loans originated from assets held for investment. No cumulative realized gains or losses occurred during the periods presented as no Crypto assets borrowed were sold. 138 Table of Contents 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 short-term borrowings $ 452,105 $ 374,268 __________________ 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): December 31, 2025 2024 Payment stablecoins $ 236,308 $ 308,650 6. CRYPTO ASSETS HELD FOR OPERATIONS The following table summarizes Crypto assets held for operations (in thousands, except units): December 31, 2025 December 31, 2024 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 Other crypto assets (1) nm 55,068 39,751 nm 51,871 36,941 Total held for operations $ 138,298 $ 120,831 $ 96,054 $ 82,781 __________________ 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 assets held for operations. 139 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 7. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following (in thousands): December 31, 2025 2024 Stablecoin revenue receivable $ 122,936 $ 85,983 Customer accounts receivable 54,143 40,776 Other accounts receivable 133,202 167,921 Gross accounts receivable 310,281 294,680 Less: allowance for doubtful accounts ( 3,162 ) ( 29,429 ) Total accounts receivable, net $ 307,119 $ 265,251 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. 8. CRYPTO ASSETS HELD FOR INVESTMENT The following table summarizes Crypto assets held for investment (in thousands, except units): December 31, 2025 December 31, 2024 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 Ethereum 151,175 348,975 448,484 115,700 260,674 385,314 Other crypto assets (1) 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 __________________ 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 assets held for investment. The following table provides a reconciliation of Crypto assets held for investment (in thousands): Year Ended December 31, 2025 2024 Beginning balance $ 1,552,995 $ 330,610 Cumulative-effect adjustment upon adoption of ASU 2023-08 — 717,373 Additions (1) 1,195,708 107,580 Dispositions ( 265,373 ) ( 243,595 ) Lending activity: Origination of loan receivables (2) ( 160,095 ) ( 213,232 ) Customer repayment of loan receivables (2) 204,493 167,204 Gains (3) 168,641 799,804 Losses (3) ( 697,498 ) ( 112,749 ) Ending balance $ 1,998,871 $ 1,552,995 __________________ (1) Additions represent purchases of, and staking rewards earned on, Crypto assets held for investment. (2) Represents loans originated from Crypto assets held for investment. See Note 5. Collateralized Arrangements and Financing for loans originated from borrowed assets. (3) The Company measures gains and losses by each asset held. These amounts include cumulative realized gains of $ 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 . 140 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 9. SOFTWARE AND EQUIPMENT, NET Software and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Capitalized internally developed software $ 454,324 $ 361,760 Other (1) 81,758 22,938 Total software and equipment, gross 536,082 384,698 Accumulated depreciation and amortization ( 271,509 ) ( 184,618 ) Total software and equipment, net $ 264,573 $ 200,080 _______________ (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 $ 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. 10. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table reflects the changes in the carrying amount of goodwill (in thousands): 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. 141 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Intangible assets, net Intangible assets, net, as disclosed in this footnote, exclude internally developed software and crypto assets, which are presented within Software and equipment, net and the various crypto assets held line items in the Consolidated Balance Sheets, respectively. Intangible assets, net and their associated weighted average remaining useful lives in years (“Life”) consisted of the following (in thousands, except years): December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Life 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 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, 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 2027 130,341 2028 127,481 2029 124,043 2030 123,524 Thereafter 726,174 Total expected future amortization expense $ 1,369,794 142 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 11. LONG-TERM DEBT 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 June 1, 2026 0.98 % $ 1,273,013 $ ( 3,428 ) $ 1,269,585 $ 1,267,666 3.38 % 2028 Senior Notes due October 1, 2028 3.57 % 1,000,000 ( 4,845 ) 995,155 953,750 0.00 % 2029 Convertible Notes due October 1, 2029 0.35 % 1,500,000 ( 19,380 ) 1,480,620 1,392,600 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 June 1, 2026 0.98 % $ 1,273,013 $ ( 9,395 ) $ 1,263,618 $ 1,331,062 3.38 % 2028 Senior Notes due October 1, 2028 3.57 % 1,000,000 ( 6,562 ) 993,438 901,250 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 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 143 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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 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 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. 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. 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 144 Table of Contents 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. Capped calls On May 18, 2021, in connection with the pricing of the 2026 Convertible Notes, on March 13, 2024, in connection with the pricing of the 2030 Convertible Notes, and on March 14, 2024, in connection with the full exercise by the initial purchasers of their option to purchase additional 2030 Convertible Notes, the 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 145 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements common stock, or a combination thereof, at the Company’s election. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock initially underlying each of the 2026 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”), as applicable. The Capped Calls allow the Company to hedge the economic effect of the conversion options embedded in the Convertible Notes and purchase shares of its own Class A common stock at a specified strike price. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Convertible Notes its Class A common stock price exceeds the conversion price of the Convertible Notes. The 2026 Capped Calls have an initial strike price of approximately $ 370.45 per share of Class A common stock (the “2026 Initial Strike Price”) and an initial cap price of approximately $ 478.00 per share of Class A common stock (the “2026 Initial Cap Price”). The 2030 Capped Calls have an initial strike price of approximately $ 333.54 per share of Class A common stock (the “2030 Initial Strike Price”) and an initial cap price of approximately $ 503.46 per share of Class A common stock (the “2030 Initial Cap Price”). Upon expiration of the agreements underlying the Capped Calls, the Capped Calls will be automatically exercised. If the closing market price of the Class A common stock is above the applicable initial cap price, the initial investments will be returned with a premium in either cash or shares at the Company’s election. If the closing market price of the Class A common stock is at or below the applicable initial strike price, the Company will receive the number of shares specified in the agreements. Upon certain extraordinary events, nationalization, insolvency or delisting event, or additional disruption events, the Capped Calls are contractually structured to terminate. The Company has the contractual right to terminate the Capped Calls upon repurchase, redemption, or conversion (in the case of conversion, prior to December 1, 2025 or October 1, 2029, for the 2026 Capped Calls and 2030 Capped Calls, respectively) of the underlying Convertible Notes, in certain circumstances. The Capped Calls also include early termination provisions based on beneficial ownership positions of the counterparties. That is, if at any time the counterparty’s holdings exceed 8% beneficial ownership of the Company (as defined under Section 13 of the Exchange Act) and the counterparty is unable, after commercially reasonable efforts, to effect a transfer or assignment of all or a portion of the transaction such that an excess ownership position no longer exists, the counterparty may early terminate a portion of the Capped Calls, in which case the Company can settle in cash or shares of its Class A common stock. 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. Senior notes In September 2021, the Company completed the issuance of an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $ 1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”). The Senior Notes were issued within the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. 146 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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, net within the Consolidated Statements of Operations. The Company issued the Senior Notes at par, with the proceeds net of immaterial debt issuance costs. Interest on the Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning in April 2022 at 3.375 % per annum for the 2028 Senior Notes and 3.625 % per annum for the 2031 Notes. The entire principal amount of the Senior Notes is due at the time of maturity, unless repurchased or redeemed at an earlier date. The Senior Notes were issued pursuant to an indenture, dated September 17, 2021, among the Company, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the “Senior Notes Indenture”). The Senior Notes are redeemable at the Company’s discretion, in whole or in part, at any time. If redeemed prior to October 1, 2024 for the 2028 Senior Notes and October 1, 2026 for the 2031 Senior Notes, the redemption price is subject to a make-whole premium calculated by reference to then-current U.S. Treasury rates plus a fixed spread, plus any accrued and unpaid interest. If redeemed on or after those respective dates, the make-whole premium does not apply. Upon the occurrence of a change of control triggering event (as defined in the Senior Notes Indenture), the Company must offer to repurchase each series of the Senior Notes at a repurchase price equal to 101 % of the principal amount of the Senior Notes to be repurchased, plus any accrued and unpaid interest, to, but excluding, the applicable repurchase date. The Senior Notes are guaranteed by one of the Company’s domestic subsidiaries, Coinbase, Inc. (the “Guarantor”). The Senior Notes Indenture contains customary covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt and liens. The Company is not aware of any instances of non-compliance with the covenants as of December 31, 2025. 12. DERIVATIVES 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. 147 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Impact of derivatives on the Consolidated Balance Sheets 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): Embedded Derivative Host Gross Derivative Assets Gross Derivative Liabilities Aggregate Carrying Value December 31, 2025 Accounts receivable, net $ 9,943 $ 22,025 $ 4,399 $ 27,569 Short-term borrowings 363,705 32,446 923 332,182 Obligation to return collateral 888,523 126,962 61,266 822,827 Accrued expenses and other current liabilities 6,897 — 2 6,899 Total fair value of derivatives $ 181,433 $ 66,590 December 31, 2024 Accounts receivable, net $ 16,264 $ 20,368 $ 1,811 $ 34,821 Other current assets 99,265 61,304 — 160,569 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 Impact of derivatives on the Consolidated Statements of Operations The impacts of gains (losses) on derivative instruments recognized in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2025 2024 Short-term borrowings (1) $ 21,593 $ 28,304 Obligation to return collateral (1) 306,843 ( 142,825 ) Other (2) ( 11,053 ) 83,269 Total $ 317,383 $ ( 31,252 ) __________________ (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. 148 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 13. OTHER CONSOLIDATED BALANCE SHEETS DETAILS The following table presents certain other details of the Consolidated Balance Sheets (in thousands): December 31, 2025 2024 Other current assets Prepaid expenses $ 94,886 $ 88,500 Income taxes receivable 63,726 5,530 Other 28,552 183,506 Total other current assets $ 187,164 $ 277,536 Other non-current assets Lease right-of-use assets $ 141,631 $ 81,151 Income taxes receivable 62,233 60,004 Other 55,514 33,135 Total other non-current assets $ 259,378 $ 174,290 Accrued expenses and other current liabilities Payroll and payroll related expenses $ 186,927 $ 186,151 Other accrued expenses 238,308 145,369 Income taxes payable 65,982 90,910 Other payables 196,459 130,232 Total accrued expenses and other current liabilities $ 687,676 $ 552,662 Other non-current liabilities Lease liabilities $ 172,735 $ 85,789 Other 67,723 3,919 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. Leases 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. 149 Table of Contents 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 2027 22,315 2028 21,920 2029 20,726 2030 24,586 Thereafter 170,628 Total lease payments 289,711 Less: imputed interest ( 90,446 ) Total lease liabilities $ 199,265 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: December 31, 2025 2024 Weighted-average remaining lease term (in years) 9.8 9.8 Weighted-average discount rate 6.53 % 6.36 % 14. FAIR VALUE MEASUREMENTS The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands): December 31, 2025 December 31, 2024 Level 1 Level 2 Level 1 Level 2 Assets Cash equivalents (1) $ 6,088,290 $ — $ 6,607,023 $ — Restricted cash equivalents (2) 1,472 — 1,415 — Customer custodial funds (3) 3,438,375 — 4,269,410 — Crypto assets held for operations 120,831 — 82,781 — Crypto asset loan receivables — 14,479 — 92,619 Crypto assets held as collateral 822,827 — 767,484 — Crypto assets borrowed 318,849 — 261,052 — Marketable investments (4) 253,468 11,903 — — Crypto assets held for investment 1,998,871 — 1,552,995 — Derivative assets (5) — 181,433 — 108,665 Total assets $ 13,042,983 $ 207,815 $ 13,542,160 $ 201,284 Liabilities Derivative liabilities (5) $ — $ 66,590 $ — $ 255,915 __________________ (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. 150 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements (3) Represents customer custodial cash equivalents, which comprise money market funds. 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 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, 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 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. See Note 11. Long-Term Debt for its estimated fair value. 15. CAPITAL STOCK Preferred stock 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. Common stock 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. 151 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Dividend rights Shares of Class A common stock and Class B common stock will be treated equally, identically, and ratably, on a per share basis, with respect to dividends that may be declared by the Board. Voting rights Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters (including the election of directors) submitted to a vote of the 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 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. Conversion Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on a one -to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a sale or transfer (other than with respect to certain estate planning and other transfers). Further, upon certain events specified in the 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 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. 16. STOCK-BASED COMPENSATION Stock plans 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. In addition, under the 2021 Plan and the ESPP, there 152 Table of Contents 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 Following is a summary of stock options activity, including performance-based options (in thousands, except per share and years data): Weighted Average Options Outstanding Exercise Price Per Share Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at January 1, 2025 22,929 $ 25.59 5.2 $ 5,106,538 Exercised ( 3,185 ) 24.61 Forfeited and cancelled ( 44 ) 99.16 Balance at December 31, 2025 19,700 $ 25.58 4.3 $ 3,950,983 Exercisable at December 31, 2025 16,019 $ 26.06 4.3 $ 3,205,042 Vested and expected to vest at December 31, 2025 16,019 $ 26.07 4.3 $ 3,205,042 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, 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 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 Expected volatility 90.5 Expected term (in years) 5.8 Risk-free interest rate 3.9 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 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. 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. 153 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Restricted stock units Following is a summary of RSU activity (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 2025 2,350 $ 163.82 Granted 3,869 270.02 Vested ( 3,526 ) 220.18 Forfeited and cancelled ( 548 ) 225.22 Balance at December 31, 2025 2,145 $ 247.04 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, 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 Following is a summary of PRSU activity (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at January 1, 2025 724 $ 55.42 Vested ( 81 ) 55.42 Balance at December 31, 2025 643 $ 55.42 President & Chief Operating Officer performance award On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering 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 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. 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). 154 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Stock-based compensation Following are the effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands): Year Ended December 31, 2025 2024 2023 Statements of Operations Technology and development $ 498,235 $ 564,726 $ 476,478 Sales and marketing 57,692 69,460 59,000 General and administrative 283,513 278,652 245,190 Restructuring — — 84,042 Total stock-based compensation expense $ 839,440 $ 912,838 $ 864,710 Balance Sheets Software and equipment, net (1) $ 50,380 $ 48,068 $ 53,617 _______________ (1) Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the years presented. See Note 9. Software and Equipment, Net for additional details. 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. 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. 155 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 17. 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 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 Other (3) 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 Other (4) 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 Other (6) 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 ) Other ( 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. See Note 14. Fair Value Measurements for additional details. 156 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 18. INCOME TAXES The components of income (loss) before income taxes were attributable to the following regions (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ 1,618,923 $ 2,909,765 $ ( 113,067 ) Foreign ( 96,858 ) 32,879 36,222 Total income (loss) before income taxes $ 1,522,065 $ 2,942,644 $ ( 76,845 ) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current Federal $ ( 29,158 ) $ 120,412 $ 8,761 State 1,942 59,961 24,236 Foreign 50,646 31,890 11,621 Total current 23,430 212,263 44,618 Deferred Federal 209,981 134,719 ( 218,165 ) State 40,185 22,376 416 Foreign ( 11,858 ) ( 5,780 ) 1,415 Total deferred 238,308 151,315 ( 216,334 ) Total provision for (benefit from) income taxes $ 261,738 $ 363,578 $ ( 171,716 ) The table below provides the updated requirements of ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) for 2025 and 2024. 157 Table of Contents 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, 2025 2024 $ % $ % Provision for income taxes at U.S. federal statutory rate $ 319,634 21.00 % $ 617,955 21.00 % 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 cross-border tax laws: Foreign Derived Intangible Income (“FDII”) ( 653 ) ( 0.04 ) ( 11,592 ) ( 0.39 ) Other ( 7,899 ) ( 0.53 ) ( 1,472 ) ( 0.05 ) Tax credits: Research and development (“R&D”) credits ( 19,068 ) ( 1.25 ) ( 69,603 ) ( 2.37 ) Valuation allowance — — ( 7,493 ) ( 0.25 ) Non-taxable or non-deductible items: Equity compensation ( 173,119 ) ( 11.37 ) ( 276,645 ) ( 9.40 ) Non-deductible compensation 23,328 1.53 24,114 0.82 Uncertain tax positions ( 3,555 ) ( 0.23 ) 3,244 0.11 Adjustment to prior period provision 12,243 0.80 ( 1,110 ) ( 0.04 ) Other adjustments 18,076 1.20 1,150 0.04 Total tax provision and effective tax rate $ 261,738 17.20 % $ 363,578 12.36 % ________________ (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. 158 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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 % U.S. statutory rate 21.00 % State income taxes, net of federal benefit 6.08 % Foreign rate differential ( 0.14 ) % Non-deductible compensation ( 48.93 ) % Equity compensation 43.51 % Adjustment to prior year provision 24.85 % R&D 62.20 % Change in valuation allowance 195.59 % Foreign tax credit 6.31 % FDII 0.65 % Global Intangible Low Taxed Income ( 18.55 ) % Uncertain tax positions ( 56.06 ) % Other ( 13.05 ) % Effective income tax rate 223.46 % 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 can be volatile based on the amount of pretax income or loss in the reporting period. For example, when pretax income is lower, the effect of reconciling items to the U.S. statutory rate, such as nondeductible expenses, will have a greater impact on the effective tax rate. 159 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2025 2024 Deferred tax assets Obligation to return crypto assets held as collateral $ 154,998 $ 163,452 Accruals and reserves 36,745 27,262 Net operating loss carryforward 68,444 53,107 Lease liability 46,217 22,645 Tax credit carryforward 150,837 240,977 Stock-based compensation 33,109 30,663 Intangibles — 48,641 Capitalized expenses 653,138 951,665 Gross deferred tax assets 1,143,488 1,538,412 Less: valuation allowance ( 135,361 ) ( 124,202 ) Total deferred tax assets 1,008,127 1,414,210 Deferred tax liabilities Crypto assets held as collateral ( 154,998 ) ( 163,452 ) State taxes ( 24,623 ) ( 40,141 ) Depreciation and amortization ( 13,836 ) ( 33,370 ) Intangibles ( 82,931 ) — Lease ROU assets ( 39,800 ) ( 20,369 ) Capital gains - unrealized ( 108,769 ) ( 184,473 ) Other ( 12,351 ) ( 31,107 ) Total deferred tax liabilities ( 437,308 ) ( 472,912 ) Total net deferred tax assets $ 570,819 $ 941,298 At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, only the portion of the deferred tax asset that is more likely than not to be realized was recognized. However, if the Company is not able to generate sufficient taxable income from its operations in the future, then a valuation allowance to reduce the Company’s U.S. deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized. 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. 160 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements Activity related to the Company’s valuation allowance consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Balance, beginning of period $ 124,202 $ 102,250 $ 252,258 Charged (credited) to expenses 11,159 21,952 ( 150,008 ) Balance, end of period $ 135,361 $ 124,202 $ 102,250 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. If not utilized, the federal R&D credits will expire in various amounts beginning in 2043. However, the state of California R&D credits can be carried forward indefinitely. The Company also had U.S. federal net operating loss carryforwards of $ 48.8 million as of December 31, 2025, and an estimated $ 45.8 million as of December 31, 2024. The U.S. federal net operating losses carry forward indefinitely. Additionally, the Company had U.S. state net operating losses of approximately $ 401.6 million as of December 31, 2025. Generally, California and other significant U.S. states have a twenty-year carryforward for net operating losses. Activity related to the Company’s unrecognized tax benefits consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Balance, beginning of period $ 190,944 $ 171,693 $ 124,106 Settlements ( 1,171 ) ( 67 ) — Increase related to tax positions taken during a prior year 36,057 2,433 30,685 Decrease related to tax positions taken during a prior year ( 13,075 ) ( 18,378 ) — Increase related to tax positions taken during the current year 11,564 35,263 16,902 Effect of foreign currency translation 161 — — Balance, end of period $ 224,480 $ 190,944 $ 171,693 As of December 31, 2025 and 2024, the Company had unrecognized tax benefits of $ 175.2 million and $ 136.8 million, respectively, which would reduce income tax expense and affect the effective tax rate, if recognized. The Company accounts for interest and penalties related to exposures as a component of income tax expense. The Company recorded $ 6.7 million and $ 1.3 million of accrued interest and penalties, respectively, as of December 31, 2025 and $ 2.5 million and $ 3.5 million of accrued interest and penalties, respectively, as of December 31, 2024. The Company files income tax returns in the U.S. (federal and state) and foreign jurisdictions. The Company is currently under audit by the IRS with respect to its federal income tax returns for 2020 and 2021, and 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. 161 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 19. 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 Numerators Net income $ 1,260,327 $ 2,579,066 $ 94,871 Less: net income allocated to participating shares — ( 1,311 ) ( 119 ) 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 Add: interest on convertible notes, net of tax 16,987 13,375 — Less: net income allocated to participating shares — ( 1,193 ) ( 120 ) Net income attributable to common shareholders, diluted $ 1,277,314 $ 2,591,248 $ 94,751 Denominators WASO - basic 260,088 247,374 235,796 Weighted-average effect of potentially dilutive shares: Stock options 15,494 16,958 16,845 Convertible notes 10,049 6,462 — 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 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 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 Equity awards (1) 4,276 6,582 9,175 Convertible notes — — 3,437 Total 4,276 6,582 12,612 __________________ (1) Includes shares under the ESPP. 20. RESTRUCTURING In January 2023, the Company announced a restructuring impacting 21 % of the Company’s headcount as of that date. The restructuring was intended to manage the Company’s operating expenses 162 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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. 21. COMMITMENTS AND CONTINGENCIES 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 2027 157,009 2028 132,798 2029 210,729 Total purchase obligations (1) $ 670,422 _______________ (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 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 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 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. 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 163 Table of Contents 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. It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made; (ii) due to the unique facts and circumstances involved in each particular agreement; and (iii) due to the requirement for a registration of the Company’s securities before any of the indemnification obligations contemplated in the IRA become effective. The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business. Legal and regulatory proceedings The Company 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 October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc. , was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for 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. 164 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements 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 June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case 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. dispute the claims of the state securities regulators and intend to vigorously defend against them. Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or financial statements at this time. An adverse resolution 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. Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially. Tax regulation Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes and the withholding of tax at source. Further, it is possible that additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued. As a result, the Company may have exposure to additional tax liabilities that could have an adverse effect on the Company’s operating results and financial condition. 22. RELATED PARTY TRANSACTIONS 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 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; 165 Table of Contents Coinbase Global, Inc. Notes to Consolidated Financial Statements • 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; and • 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. 23. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands): December 31, 2025 2024 2023 Cash and cash equivalents $ 11,285,452 $ 9,308,266 $ 5,489,100 Restricted cash and cash equivalents 334,318 347,169 43,626 Customer custodial cash and cash equivalents 5,273,650 6,028,020 4,393,086 Total cash, cash equivalents, and restricted cash and cash equivalents $ 16,893,420 $ 15,683,455 $ 9,925,812 The following is a supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended December 31, 2025 2024 2023 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 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 — 166 Table of Contents 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 income taxes, net of refunds: U.S. Federal $ 60,662 $ 63,884 $ — U.S. State and local 52,293 50,672 — Foreign 51,913 25,785 — Total cash paid during the period for income taxes, net of refunds $ 164,868 $ 140,341 $ — 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 $ 60.7 million, New York State at $ 13.2 million, Netherlands at $ 10.9 million, and Brazil at $ 9.1 million. 24. SUBSEQUENT EVENTS 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None