Coinbase Global, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements (the “Financial Statements”) and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) . Th e following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, those set forth under Special Note About Forward-Looking Statements of this Quarterly Report on Form 10-Q and those discussed in the section titled Risk Factors in Part I, Item 1A of our Annual Report, together with any updates in the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q . Unless otherwise expressly stated or the context otherwise requires, references to “we,” “ou r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 2, two numbers presented consecutively represent figures for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, respectively, unless otherwise noted. Executive Overview This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10-Q. We announced the Everything Exchange in December 2025, and during the first quarter of 2026, we saw strong growth across derivatives, prediction markets, and decentralized exchange trading. Stablecoin adoption is accelerating and USDC reached an all-time high in both market capitalization and average USDC held in Coinbase products. For the three months ended March 31, 2026, our net revenue was $1.3 billion, including $755.8 million in transaction revenue and $583.5 million in subscription and services revenue. For the three months ended March 31, 2025, our net revenue was $1.9 billion, including $1.3 billion in transaction revenue and $674.6 million in subscription and services revenue. For the three months ended March 31, 2026, our net loss was $394.1 million and Adjusted EBITDA was $303.3 million. For the three months ended March 31, 2025, our net income was $65.6 million and Adjusted EBITDA was $929.9 million. 28 Table of Contents For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in the global economy, through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments. We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. On May 5, 2026, subsequent to quarter end, we announced the Restructuring Plan. We anticipate this plan will help us better align our operating expenses with current market conditions and optimize our operations for the AI era. Including reflecting the impact of the Restructuring Plan, in the second quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be lower than the first quarter of 2026. Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the first quarter of 2026, also reflecting the Restructuring Plan and the anticipated timing and scope of marketing opportunities. Key Business Metrics In addition to the measures presented in our Financial Statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions: Three Months Ended March 31, Change 2026 2025 % MTUs (1) (in millions) 8.2 9.7 (15) Assets on Platform (2) (in billions) $ 294 $ 328 (10) Trading Volume (3) (in billions) $ 202 $ 401 (50) Net (loss) income (in millions) $ (394) $ 66 (697) Adjusted EBITDA (4) (in millions) $ 303 $ 930 (67) _____________ (1) Represents quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter. (2) Represents Assets on Platform as of March 31. (3) Represents the total U.S. Dollar equivalent of Spot Trading Volume transacted through our platform. During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition. (4) S ee Non-GAAP Financial Measure below for a reconciliation of net (loss) income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors. Monthly Transacting Users We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate transaction revenue or subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior. MTUs decreased for the three months ended March 31, 2026 as compared to 2025, primarily due to a decrease in trading users, influenced by overall market conditions. Assets on Platform We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of 29 Table of Contents balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services. The following table sets forth the value of AOP by asset (in millions, except percentages): March 31, 2026 March 31, 2025 Value Change Units Value Units Value % Bitcoin 3.0 $ 202,335 2.7 $ 219,076 (8) Ethereum 19.0 40,027 15.8 28,812 39 XRP 9,175.1 12,294 8,507.7 17,776 (31) USDC N/A 9,289 N/A 7,839 18 Other (1) nm 30,487 nm 54,007 (44) Total $ 294,432 $ 327,510 (10) __________________ nm - not meaningful (1) Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP. AOP at March 31, 2026 decreased as compared to March 31, 2025, primarily reflecting a $67.4 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin. Trading Volume We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform, plus half of the trade value of spot trades that are routed off our platform for fulfillment, during the period of measurement. Trading Volume does not include volume from other trading products, such as derivatives, equities, or event contracts, but may in the future as those become more material. Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed. As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the onchain economy. Institutions incur lower fees per transaction than consumers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume. Within consumer, Advanced traders incur lower fees per transaction than Simple traders, and therefore a shift in the mix of trading between these consumers impacts transaction revenue. Generally, Trading Volume is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume. In periods of high crypto asset prices and crypto asset volatility, we have generally experienced correspondingly high levels of Trading Volume. In recent quarters, we have also seen market events, product announcements, paid incentives, and competition as influential factors. Trading activity generally directly impacts transaction revenue. However, during periods when new products or markets are being introduced or entered, associated Trading Volume may not directly impact revenue within the same period, or may impact it indirectly. 30 Table of Contents Three Months Ended March 31, Change 2026 2025 % Trading Volume (1) (in billions) Consumer $ 36 $ 79 (54) Institutional 166 322 (48) Total Trading Volume $ 202 $ 401 (50) Trading Volume by crypto asset Bitcoin 40 % 27 % 48 Ethereum 19 11 73 XRP 9 11 (18) USDT 2 13 (85) Other crypto assets (2) 30 38 (21) Total 100 % 100 % ____________________________________ (1) During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition. (2) Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume. For the three months ended March 31, 2026 as compared to 2025, Trading Volume decreased primarily reflecting a decrease of 44% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges) driven by softer market conditions. Results of Operations Comparison of the three months ended March 31, 2026 and 2025 Revenue For each of the three months ended March 31, 2026 and 2025, we generated 84% of total revenue in the U.S., with no other country contributing over 10%. International revenue consisted mainly of transaction revenue. Transaction revenue Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Consumer, net $ 566,899 $ 1,095,506 $ (528,607) (48) Institutional, net 135,726 98,888 36,838 37 Other transaction revenue, net 53,200 67,814 (14,614) (22) Total transaction revenue $ 755,825 $ 1,262,208 $ (506,383) (40) % of net revenue 56 65 Transaction revenue decreased for the three months ended March 31, 2026 as compared to 2025, primarily reflecting: • a decrease in consumer transaction revenue driven by $591.6 million attributed to a 54% decrease in consumer Trading Volume, offset in part by growth in derivatives trading volume and the launch of prediction markets trading; and 31 Table of Contents • an increase in institutional transaction revenue driven by: ◦ an increase of $68.5 million attributed to derivatives trading, due mainly to the acquisition of Deribit in August 2025; offset in part by ◦ a decrease of $37.5 million attributed to a 48% decrease in institutional Trading Volume. There were no material changes to note within other. The percentage of transaction revenue from spot trading on our platform by crypto asset was as follows: Three Months Ended March 31, Change 2026 2025 % Bitcoin 40 % 26 % 54 XRP 11 18 (39) Ethereum 13 10 30 Solana 7 10 (30) Other crypto assets (1) 29 36 (19) Total 100 % 100 % ____________________________________ (1) Includes various other crypto assets, none of which individually represented more than 10% of our total transaction revenue from spot trading on our platform. Subscription and services revenue Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Stablecoin revenue (1) $ 305,435 $ 274,037 $ 31,398 11 Blockchain rewards 100,849 196,592 (95,743) (49) Interest and finance fee income 67,805 63,086 4,719 7 Other subscription and services revenue 109,434 140,898 (31,464) (22) Total subscription and services revenue $ 583,523 $ 674,613 $ (91,090) (14) % of net revenue 44 35 ____________________________________ (1) During the first quarter of 2026, we revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. Prior period amounts have been reclassified to conform to current period presentation. For information on the reclassified amounts, please see Note 2. Summary of Significant Accounting Policies and Note 4. Revenue of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Subscription and services revenue decreased for the three months ended March 31, 2026 as compared to 2025, reflecting: • increases in stablecoin revenue of: ◦ $64.2 million due to higher average USDC balances held by customers in eligible Coinbase products; and ◦ $23.2 million due to higher average USDC off-platform balances; offset in part by ◦ a decrease of $57.5 million due to lower average interest rates, which declined 67 basis points; and • decreases in blockchain rewards of: ◦ $74.8 million due to lower average crypto asset prices, driven primarily by Solana; and 32 Table of Contents ◦ $32.2 million due to lower reward rates, primarily for Solana and Ethereum, offset in part by ◦ the impact of an increase in staked balances, primarily of Solana and Cosmos. There were no material changes to note within the other categories in the table above. Other revenue Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Corporate interest and other income (1) $ 73,634 $ 97,474 $ (23,840) (24) Total other revenue $ 73,634 $ 97,474 $ (23,840) (24) ____________________________________ (1) During the first quarter of 2026, we revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. Prior period amounts have been reclassified to conform to current period presentation. For information on the reclassified amounts, please see Note 2. Summary of Significant Accounting Policies and Note 4. Revenue of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Corporate interest and other income decreased for the three months ended March 31, 2026 as compared to 2025, reflecting an 81 basis point decline in average interest rates earned. Operating expenses Certain prior period amounts have been reclassified to conform to the current period presentation. Transaction expense Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Blockchain rewards fees $ 64,133 $ 120,021 $ (55,888) (47) Payment processing and account verification 40,175 64,645 (24,470) (38) Transaction reversal losses 33,999 46,844 (12,845) (27) Transaction rebates and commissions 29,026 59,585 (30,559) (51) Other 28,526 11,931 16,595 139 Total transaction expense $ 195,859 $ 303,026 $ (107,167) (35) % of net revenue 15 16 Transaction expense decreased for the three months ended March 31, 2026 as compared to 2025, reflecting: • lower blockchain rewards fees, which moved with blockchain rewards revenue; and • a decrease in transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, as we tapered incentive offerings. There were no material changes to note within the other categories in the table above. 33 Table of Contents Technology and development Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Employee-related $ 348,123 $ 232,348 $ 115,775 50 Website hosting and infrastructure 90,639 67,247 23,392 35 Amortization, depreciation, and impairment 47,913 32,012 15,901 50 Other 38,973 23,761 15,212 64 Total technology and development $ 525,648 $ 355,368 $ 170,280 48 % of net revenue 39 18 Technology and development expenses increased for the three months ended March 31, 2026 as compared to 2025, primarily reflecting an increase in employee-related expenses driven by 23% higher average headcount supporting product growth, and expanded by acquisition-related compensation. There were no material changes to note within the other categories in the table above. Sales and marketing Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % USDC rewards $ 113,427 $ 100,034 $ 13,393 13 Marketing programs 83,907 104,970 (21,063) (20) Employee-related 39,378 33,456 5,922 18 Other 30,014 8,823 21,191 240 Total sales and marketing $ 266,726 $ 247,283 $ 19,443 8 % of net revenue 20 13 Sales and marketing expenses increased for the three months ended March 31, 2026 as compared to 2025, reflecting: • a $58.9 million increase in USDC rewards driven by growth in average customer USDC balances held in Coinbase products as we continue to integrate USDC across our products, offset in part by a reduction in the rewards rate; • a decrease in marketing program expenses, reflecting a $43.9 million decrease in digital advertising spend as a response to softer market conditions, offset in part by an increase in offline advertising spend, primarily relating to our Super Bowl commercial; and • an increase in other, primarily due to amortization of intangible assets acquired in the purchase of Deribit in 2025. There were no material changes to note within employee-related. 34 Table of Contents General and administrative Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Employee-related $ 193,361 $ 163,137 $ 30,224 19 Professional services 49,624 58,176 (8,552) (15) Customer support (1) 33,265 70,455 (37,190) (53) Other 99,844 102,578 (2,734) (3) Total general and administrative $ 376,094 $ 394,346 $ (18,252) (5) % of net revenue 28 20 ____________________________________ (1) Excludes employee-related and professional services expenses. General and administrative expenses decreased for the three months ended March 31, 2026 as compared to 2025, reflecting: • an increase in employee-related expenses, primarily due to higher average headcount reflecting, in part, the shift of certain customer service roles from outsourced resources to employees; offset by • a decrease in customer support costs, primarily due to lower Trading Volume and fewer resources required after certain regulatory projects were completed in the prior year, as well as reflecting the shift of certain roles to employees. There were no material changes to note within the other categories in the table above. Losses on crypto assets held for operations, net Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Losses on crypto assets held for operations, net $ 35,151 $ 34,365 $ 786 2 There were no material changes to note within losses on crypto assets held for operations, net. Other operating expense (income), net Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Other operating expense (income), net $ 34,925 $ (5,899) $ 40,824 (692) There were no material changes to note within other operating expense (income), net. Interest expense Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Interest expense $ 22,569 $ 20,511 $ 2,058 10 There were no material changes to note within interest expense. Losses on crypto assets held for investment, net Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Losses on crypto assets held for investment, net $ 482,356 $ 596,651 $ (114,295) (19) 35 Table of Contents Losses on crypto assets held for investment, net decreased for the three months ended March 31, 2026 as compared to 2025, primarily due to fair value remeasurement. Our overall units held increased as we actively invested in Bitcoin. However, net losses decreased, as asset prices declined more sharply in the prior year, primarily for assets other than Bitcoin and Ethereum, than they did in the current year, primarily for Bitcoin. Other (income) expense, net Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % Gains on investments, net $ (46,797) $ (3,327) $ (43,470) nm Other (14,844) 9,515 (24,359) (256) Total other (income) expense, net $ (61,641) $ 6,188 $ (67,829) nm __________________ nm - not meaningful Gains on investments, net changed for the three months ended March 31, 2026 as compared to 2025, primarily due to a gain on the sale of a portion of our investment in Circle Internet Group, Inc. and fair value remeasurement of our holdings. The change in Other within the table above was largely driven by fair value remeasurement of certain token-denominated receivables. (Benefit from) provision for income taxes Three Months Ended March 31, Change (in thousands, except %) 2026 2025 $ % (Benefit from) provision for income taxes $ (70,588) $ 16,848 $ (87,436) (519) For the three months ended March 31, 2026 as compared to 2025, the increase in (benefit from) provision for income taxes was primarily due to lower pre-tax income, partially offset by lower tax benefits from stock-based compensation. Non-GAAP Financial Measure In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare this measure and component adjustments to similar information provided by peer companies and our past financial performance; provides additional company-specific adjustments for certain items that may be included in income from operations but that we do not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations, revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example: • We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to period and may not directly correlate to the underlying performance of our business operations. • We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other (income) expense, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, and (iii) losses, net of recoveries, directly related to the data theft incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”) , including voluntary customer 36 Table of Contents reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are primarily based on transactions on our platform and the sales of subscriptions and services. • We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other (income) expense, net, and (benefit from) provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. Limitations of Adjusted EBITDA We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes: • (benefit from) provision for income taxes; • interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; • depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; • stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • losses directly related to the Data Theft Incident, net of recoveries; • net gains or losses on our crypto assets held for investment; and • other (income) expense, net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net (loss) income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net (loss) income, and not to rely on any single financial measure to evaluate our business. 37 Table of Contents The following table provides a reconciliation of net (loss) income to Adjusted EBITDA (in thousands): Three Months Ended March 31, 2026 2025 Net (loss) income $ (394,117) $ 65,608 Adjusted to exclude the following: (Benefit from) provision for income taxes (70,588) 16,848 Interest expense 22,569 20,511 Depreciation and amortization 68,006 33,333 Stock-based compensation expense 248,055 190,729 Data Theft Incident losses, net 8,610 — Losses on crypto assets held for investment, net 482,356 596,651 Other (income) expense, net (1) (61,641) 6,188 Adjusted EBITDA $ 303,250 $ 929,868 __________________ (1) See Note 16. Other Condensed Consolidated Statements of Operations Details of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Liquidity and Capital Resources There have been no material changes to our liquidity and capital resources from those presented in the Annual Report, other than those described below. We continue to believe our existing cash, cash equivalents, and marketable investments, which totaled $10.4 billion as of March 31, 2026, will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. Our ability to meet these requirements and plans for cash will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and with future cash flows from operations, future sales of marketable investments, a nd potential future equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that restrict our operation s. Primary commitments Long-term debt and other contractual obligations There hav e been no material changes to our long-term debt from those presented in the Annual Report. As of March 31, 2026, our primary contractual obligation remained long-term debt, of which we held $7.3 billion in aggregate principal amount, including $1.3 billion that is due within the next 12 months and classified as a current liability. We intend to repay this amount with cash at or prior to maturity. Our other contractual obligations decreased materially from those as of December 31, 2025, primarily due to the fulfillment of a strategic equity investment commitment. See Note 19. Commitments and Contingencies of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. See Notes 12. Condensed Consolidated Balance Sheets Details and 17. Income Taxes of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details relating to our short- and long-term material cash requirements as of March 31, 2026. 38 Table of Contents Short-term borrowings As of March 31, 2026, we held short-term borrowings of $564.6 million, denominated in crypto assets and payment stablecoins, which we use to facilitate institutional financing. See Note 5. Collateralized Arrangements and Financing of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Repurchase program As of March 31, 2026, our board of directors had authorized an aggregate $4.0 billion to repurchase, without expiration, our outstanding Class A common stock and long-term debt (the “Repurchase Program”). As of March 31, 2026, approximately $2.1 billion remained available, and no long-term debt has been repurchased under the Repurchase Program. See Issuer Purchases of Equity Securities included in Part II, Item 2 of this Quarterly Report on Form 10-Q for additional details. Other resources and commitments Crypto assets We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of March 31, 2026, we held the following crypto assets: $90.7 million held for operations, $1.1 billion held as collateral, $246.4 million that were borrowed, and $1.6 billion held for investment. Customer assets and liabilities Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers. We also securely store additional customer AOP that we do not recognize in our Condensed Consolidated Balance Sheets. We do not use customer assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent. Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of March 31, 2026, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date. See the section titled Risk Factors—Depositing and withdrawing crypto assets into and from our platform involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of our Annual Report for further information. 39 Table of Contents Cash flows The following table summarizes our Condensed Consolidated Statements of Cash Flows (in thousands): Three Months Ended March 31, 2026 2025 Net cash provided by operating activities $ 182,744 $ 852,694 Net cash used in investing activities (239,064) (125,335) Net cash used in financing activities (864,907) (906,913) Net decrease in cash, cash equivalents, and restricted cash and cash equivalents $ (921,227) $ (179,554) Change in customer custodial cash and cash equivalents $ 160,543 $ (830,946) Operating activities Our largest source of cash provided by operating activities are revenues generated from transaction fees. Our primary uses of cash in operating activities include payments to employees for compensation, USDC rewards, marketing programs, website hosting and infrastructure services, and professional services. Net cash provided by operating activities decreased by $670.0 million for the three months ended March 31, 2026 as compared to 2025 primarily as a result of the $621.3 million decrease in total revenue. Investing activities Net cash used in investing activities increased by $113.7 million for the three months ended March 31, 2026 as compared to 2025 primarily due to: • a $122.6 million increase in cash and cash equivalents used for the origination of fiat and payment stablecoin loans, net of repayments, reflecting higher demand for institutional financing products; and • a $66.4 million increase in net purchases of strategic and marketable investments; offset in part by • a $72.1 million decrease in net purchases of crypto assets held for investment. Financing activities Net cash used in financing activities decreased by $42.0 million for the three months ended March 31, 2026 as compared to 2025 primarily due to: • a $1.0 billion increase in customer custodial fund liabilities; and • a $154.7 million increase in net proceeds from short-term borrowings; offset in part by • $1.1 billion in cash used to repurchase approximately 6.3 million shares of our outstanding Class A common stock. Regulatory capital requirements We are a highly regulated business subject to regulations on how we manage our liquidity, operations, and capital structure. As our primary operating subsidiary, Coinbase Inc. (“CB Inc.”) is subject to the most significant capital requirements, we seek to minimize surplus capital at other subsidiaries and hold surplus at CB Inc. See Part I, Item 1 Business—Government Regulation in the Annual Report as well as Part I, Item 1A Risk Factors in the Annual Report for additional details about these regulations. 40 Table of Contents We are required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets and payment stablecoins held in custody. Our money-transmitting subsidiary, CB Inc., and our custodian subsidiary, Coinbase Custody Trust Company, LLC (“CCTC”), which is a fiduciary under New York State Law and a qualified custodian under the Investment Advisers Act of 1940, are required to maintain minimum net capital requirements under agreements with the New York State Department of Financial Services. These subsidiaries and other subsidiaries are also subject to maintenance capital requirements by other regulators both within the United States and internationally. As of March 31, 2026, we were in compliance with these capital requirements. As of March 31, 2026, our net capital requirements by subsidiary consisted of the following (in millions): Net Capital Required Net Capital (1) Capital Surplus CB Inc. $ 2,835 $ 1,031 $ 1,804 CCTC 532 207 325 Other (2) 950 64 886 __________________ (1) Depending on the agreement between the subsidiary and the regulator, may include corporate holdings of cash and cash equivalents, Bitcoin, and Ethereum. Due to the volatility of crypto assets, Net Capital and Required Net Capital can fluctuate. (2) Includes subsidiaries that are subject to requirements from regulators that allow for the intermediation of customer orders in derivatives markets or the operation of a regulated marketplace for the trading of such contracts. Critical Accounting Estimates Our Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of our Financial Statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected. There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in the Annual Report. Recent accounting pronouncements See Note 2. Summary of Significant Accounting Policies — Recent accounting pronouncements of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.