Coinbase Global COIN · USD

4. REVENUE The following table presents revenue disaggregated by type (in thousands):Year Ended December 31,202520242023Net revenueTransaction revenueConsumer, net$3,322,835 $3,430,322 $1,334,018 Institutional, net479,667 345,598 90,164 Other transaction revenue, net252,888 210,193 95,472 Total transaction revenue4,055,390 3,986,113 1,519,654 Subscription and services revenueStablecoin revenue(1)1,348,821 910,464 694,247 Blockchain rewards677,405 705,757 330,885 Interest and finance fee income(2)247,047 265,799 186,685 Other subscription and services revenue554,775 425,113 195,069 Total subscription and services revenue2,828,048 2,307,133 1,406,886 Total net revenue6,883,438 6,293,246 2,926,540 Other revenueCorporate interest and other income(1)297,887 270,782 181,843 Total other revenue297,887 270,782 181,843 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 locationThe following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):Year Ended December 31,202520242023U.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.

21. COMMITMENTS AND CONTINGENCIES Contractual obligationsAs of December 31, 2025, the Company had non-cancelable purchase obligations, primarily for technology services, as follows (in thousands):2026$169,886 2027157,009 2028132,798 2029210,729 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 platformThe 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.

11. LONG-TERM DEBTThe components of Long-term debt, including the current portion due June 1, 2026, were as follows (in thousands, except percentages):Effective Interest RatePrincipal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountFair Value(1)December 31, 20250.50% 2026 Convertible Notes due June 1, 20260.98%$1,273,013 $(3,428)$1,269,585 $1,267,666 3.38% 2028 Senior Notes due October 1, 20283.57%1,000,000 (4,845)995,155 953,750 0.00% 2029 Convertible Notes due October 1, 20290.35%1,500,000 (19,380)1,480,620 1,392,600 0.25% 2030 Convertible Notes due April 1, 20300.55%1,265,000 (15,684)1,249,316 1,294,222 3.63% 2031 Senior Notes due October 1, 20313.77%737,457 (5,273)732,184 657,259 0.00% 2032 Convertible Notes due October 1, 20320.20%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, 20240.50% 2026 Convertible Notes due June 1, 20260.98%$1,273,013 $(9,395)$1,263,618 $1,331,062 3.38% 2028 Senior Notes due October 1, 20283.57%1,000,000 (6,562)993,438 901,250 0.25% 2030 Convertible Notes due April 1, 20300.55%1,265,000 (19,322)1,245,678 1,353,044 3.63% 2031 Senior Notes due October 1, 20313.77%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 notes2026 Convertible NotesIn 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.

18. INCOME TAXESThe components of income (loss) before income taxes were attributable to the following regions (in thousands):Year Ended December 31,202520242023Domestic$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 $(76,845)Provision for (benefit from) income taxes consisted of the following (in thousands):Year Ended December 31,202520242023CurrentFederal$(29,158)$120,412 $8,761 State1,942 59,961 24,236 Foreign50,646 31,890 11,621 Total current23,430 212,263 44,618 DeferredFederal209,981 134,719 (218,165)State40,185 22,376 416 Foreign(11,858)(5,780)1,415 Total deferred238,308 151,315 (216,334)Total provision for (benefit from) income taxes$261,738 $363,578 $(171,716)The table below provides the updated requirements of ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) for 2025 and 2024.The effective income tax rate for the years ended December 31, 2025 and 2024 differs from the statutory federal income tax rate as follows (in thousands, except percentages):Year Ended December 31,20252024$%$%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 effects59,128 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 compensation23,328 1.53 24,114 0.82 Uncertain tax positions(3,555)(0.23)3,244 0.11 Adjustment to prior period provision12,243 0.80 (1,110)(0.04)Other adjustments18,076 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.

16. STOCK-BASED COMPENSATIONStock plansAs 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 were 67,626,288 shares and 13,255,824 shares, respectively, of Class A common stock available for issuance.Stock optionsFollowing is a summary of stock options activity, including performance-based options (in thousands, except per share and years data):Weighted AverageOptions OutstandingExercise Price Per ShareRemaining Contractual Life (Years)Aggregate Intrinsic ValueBalance at January 1, 202522,929 $25.59 5.2$5,106,538 Exercised(3,185)24.61 Forfeited and cancelled(44)99.16 Balance at December 31, 202519,700 $25.58 4.3$3,950,983 Exercisable at December 31, 202516,019 $26.06 4.3$3,205,042 Vested and expected to vest at December 31, 202516,019 $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 yield0.0Expected volatility90.5 Expected term (in years)5.8Risk-free interest rate3.9 Chief Executive Officer performance stock optionsOn 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.

3. ACQUISITIONSInformation 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. DeribitOn 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 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 assets1,390,000 Crypto assets held for investment164,263 Deferred tax assets and liabilities, net(132,527)Cash and cash equivalents and restricted cash112,928 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.

Cybersecurity Risk Management and StrategyWe have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical systems and information. While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity oversight responsibility is shared by our board of directors, our audit and compliance committee (“Audit Committee”), and senior management. Our cybersecurity risk management program is integrated into our overall enterprise risk management program. Our cybersecurity risk management program includes:•physical, technological, and administrative controls intended to support our cybersecurity and data governance framework, including protections designed to protect the confidentiality, integrity, and availability of our key information systems and customer, employee, partner, and other third-party information stored on those systems, such as access controls, encryption, data handling requirements, and other cybersecurity safeguards, and internal policies that govern our cybersecurity risk management and data protection practices; •a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan that includes procedures for responding to cybersecurity incidents; •cybersecurity risk assessment processes designed to help identify material cybersecurity risks to our critical systems, information, products, services, and broader enterprise IT environment;•a security team responsible for managing our cybersecurity risk assessment processes and security controls;•the use of external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls;•annual cybersecurity and privacy training of employees, including incident response personnel and senior management, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information; and•a third-party risk management process that includes internal vetting of certain third-party vendors and service providers with whom we may share data.

12. DERIVATIVESDuring 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. Impact of derivatives on the Consolidated Balance SheetsThe 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 DerivativeHostGross Derivative AssetsGross Derivative LiabilitiesAggregate Carrying ValueDecember 31, 2025Accounts receivable, net$9,943 $22,025 $4,399 $27,569 Short-term borrowings363,705 32,446 923 332,182 Obligation to return collateral888,523 126,962 61,266 822,827 Accrued expenses and other current liabilities6,897 — 2 6,899 Total fair value of derivatives$181,433 $66,590 December 31, 2024Accounts receivable, net$16,264 $20,368 $1,811 $34,821 Other current assets99,265 61,304 — 160,569 Short-term borrowings310,040 18,030 8,100 300,110 Obligation to return collateral526,337 2,149 243,296 767,484 Accrued expenses and other current liabilities37,428 6,814 2,708 33,322 Total fair value of derivatives$108,665 $255,915 Impact of derivatives on the Consolidated Statements of OperationsThe impacts of gains (losses) on derivative instruments recognized in the Consolidated Statements of Operations were as follows (in thousands):Year Ended December 31,20252024Short-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.