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Coinbase Global, Inc.

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 12, 2026

COIN$136.10+1.0%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-13.

0001679788-25-000022

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-12.

0001679788-26-000015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 215 previous paragraphs and 181 current paragraphs.

62 unchanged; 57 reworded; 61 added; 92 removed; 4 previous and 1 current paragraphs rearranged.

Tables are not compared: 22 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (61)

Current report

During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally. We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S. perpetual-style futures. Stablecoin adoption is accelerating. USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products. We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card.

Current report

(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.

Current report

MTUs increased for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in users participating in rewards programs, by holding USDC or staking their assets, influenced by deeper integration of USDC across our products and expanded staking services.

Current report

AOP at December 31, 2025 decreased as compared to December 31, 2024, primarily reflecting a $77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin.

Current report

(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.

Current report

(2)Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume.

Current report

For the year ended December 31, 2025 as compared to 2024, Trading Volume increased primarily reflecting an increase of 9% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges), offset in part by a decrease of $101.0 billion attributed to a decline in our share of stablecoin pair market volume driven by an intentional pricing change made in March of 2025 as we evolved our stablecoin strategy.

Current report

◦an increase of $277.0 million attributed to a 7% increase in consumer Trading Volume; and

Current report

•an increase in institutional transaction revenue driven by an increase of $152.0 million attributed to derivatives trading, due mainly to the acquisition of Deribit.

Current report

(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.

Current report

◦$417.7 million due to higher average USDC balances held in Coinbase products 1; and

Current report

◦$314.1 million due to higher average USDC off-platform balances; offset in part by

Current report

◦a decrease of $290.8 million due to lower average interest rates, which declined 89 basis points; and

Current report

•an increase in other subscription and services revenue, primarily due to a higher number of Coinbase One paid subscribers.

Current report

There were no material changes to note within blockchain rewards or interest and finance fee income.

Current report

1 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products.

Current report

•an increase in transaction reversal losses primarily driven by higher transaction volume; offset in part by

Current report

•a decrease in blockchain transaction fees within other, primarily due to lower average Ethereum gas fees.

Current report

There were no material changes to note within blockchain rewards fees or payment processing and account verification.

Current report

•changes in employee-related expenses driven by higher average headcount supporting international expansion and new product initiatives, offset in part by lower stock-based compensation expense (see Note 16. Stock-Based Compensationof the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details) primarily associated with non-recurring awards; and

Current report

•an increase in USDC rewards primarily reflecting growth in average customer USDC balances held in Coinbase products 2 as we continue to integrate USDC across our products; and

Current report

•an increase in marketing program expenses largely due to higher digital advertising and brand spend, including corporate sponsorships and go-to-market efforts.

Current report

There were no material changes to note within employee-related or other.

Current report

•an increase in employee-related expenses primarily due to higher average headcount;

Current report

•an increase in professional services due to increased use of legal advisory services, including those relating to business combinations and strategic investments; and

Current report

2 Comprises USDC held on behalf of customers in eligible Coinbase products.

Current report

Other operating expense, net increased for the year ended December 31, 2025 as compared to 2024, primarily due to losses directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs. There were no other material changes to note within other.

Current report

Changes in losses (gains) on crypto assets held for investment, net resulted primarily from fair value remeasurement, particularly in the fourth quarter of 2025, of these assets, mainly Bitcoin and Ethereum. The impact of these changes in fair value expanded beginning late in the first quarter of 2025, as we have actively increased our investment in Bitcoin since then.

Current report

For theyear ended December 31, 2025 as compared to 2024, the decrease inprovision for income taxes wasprimarily due to lower pretax income, partially offset by lower tax benefits from stock-based compensation.

Current report

•losses directly related to the Data Theft Incident, net of recoveries;

Current report

(1)See Note 17. Other Consolidated Statements of Operations Detailsof the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Current report

As of December 31, 2025, 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.

Current report

As of December 31, 2025, we also held short-term borrowings of $452.1 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 Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Showing the first 40 of 61 passages. Open the source sections for the rest.

Removed paragraphs (92)

Previous report

During 2024, we made progress against our goals of driving revenue growth, crypto utility, and regulatory clarity. We advanced the crypto economy by deepening institutional adoption, scaling international growth, and expanding real-world utility. Our investments in core products like derivatives and Coinbase One, as well as our focus on global expansion drove revenue growth, while innovations such as USDC rewards showcased the power of onchain finance.

Previous report

MTUs increased for the year ended December 31, 2024 as compared to 2023, primarily due to a 1.3 million increase in trading users, influenced by overall crypto market sentiment and activity and higher average crypto asset prices. Additionally, we saw growth in users participating in our USDC rewards programs, offset in part by a decrease in staking only users as a result of updates we made to our staking service.

Previous report

As a result of our decision to adopt SAB 122 as of December 31, 2024 on a retrospective basis, we will include an Assets on Platform (“AOP”) key business metric going forward to expand upon the details of the assets we are obligated to securely store.

Previous report

For additional information on the adoption of SAB 122, see Note 2. Summary of Significant Accounting Policies—Change in accounting principle, of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Previous report

AOP at December 31, 2024 increased as compared to December 31, 2023, primarily due to an increase in crypto asset prices, driven by broader crypto market sentiment and activity. Additionally, the growth in USDC balances is primarily attributable to the USDC rewards program, combined with deeper integration of USDC across our products.

Previous report

(1)USDT is a stablecoin issued by Tether Operations Limited.

Previous report

(2)No crypto assets other than those shown in this table individually represented more than 10% of our Trading Volume.

Previous report

For the year ended December 31, 2024 as compared to 2023, Trading Volume increased reflectingan increase in both the total market and our market share in the U.S., where our business is concentrated:

Previous report

•Total market — Crypto Asset Volatility 1 increased 37% and average total crypto market capitalization increased 103%. These two macro inputs have historically been highly correlated with Trading Volume and are typically influenced by overall crypto market sentiment, activity in the crypto market, and changes in average crypto asset prices; and

Previous report

•Market share — Trading Volume growth outpaced the 105% growth in overall U.S. spot market trading volume, as we were able to capture a larger portion of the trading activity due to our competitive position and product strategy.

Previous report

1 Crypto Asset Volatility represents our internal measure of crypto asset volatility in the market relative to prior periods. The volatility is based on intraday returns of a volume-weighted basket of all assets listed on our trading platform. These returns are used to compute the basket’s intraday volatility which is then scaled to a daily window. These daily volatility values are then averaged over the applicable time period as needed.

Previous report

The following table presents the Consolidated Statements of Operations (in thousands), as well as each component as a percentage of total revenue:

Previous report

(1)Figures presented above may not sum precisely due to rounding.

Previous report

For information on what is included in each of the line items in our Consolidated Statements of Operations, including the associated business drivers and accounting, please see Part I, Item 1. Business and Note 2. Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K, and management’s discussion of the results of operations below.

Previous report

(1)Prior period amounts were reclassified to conform to current period presentation. See Note 3. Revenue of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Previous report

•an increase in institutional transaction revenue of $139.1 million primarily due to a 139% increase in institutional Trading Volume, as well as growth in revenue from derivatives trading on our international exchange, which was launched in the second quarter of 2023; and

Previous report

(1)No other crypto asset individually represented more than 10% of the total.

Previous report

(1)Prior period amounts were reclassified to conform to current period presentation. See Note 3. Revenue of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Previous report

•an increase in stablecoin revenue of $138.3 million primarily due to higher average customer USDC assets on platform and corporate balances, and $104.7 million attributable to an increase in overall USDC market capitalization, partially offset by increased expenses that are deducted prior to allocation of income from the arrangement with Circle;

Previous report

•an increase of $350.5 million in blockchain rewards primarily due to higher average prices for Solana and Ethereum, as well as higher native units staked driving growth in both U.S. and international revenue, partially offset by a $62.3 million decrease attributable to changes in reward rates, primarily for Ethereum and Solana;

Previous report

•an increase in interest and finance fee income primarily reflecting growth of $43.8 million in finance fees driven by higher average volumes of Prime Financing loan receivables, and growth of $25.0 million in interest income attributable to higher average customer custodial cash and cash equivalents balances;

Previous report

•an increase in custodial fee revenue reflecting growth in average crypto assets and USDC under custody of $81.5 billion primarily driven by higher crypto asset prices, mainly Bitcoin, Solana, and Ethereum; and

Previous report

•an increase in other subscription and services revenue primarily due to growth of $87.9 million in Coinbase One revenue, as the number of paid subscribers grew driven by positive market conditions and improvements to our product offerings, and an increase in revenue from expanding supported assets on our developer products.

Previous report

•higher blockchain rewards fees, which rose generally in line with blockchain rewards revenue;

Previous report

•an increase in payment processing fees of $56.4 million, reflecting Trading Volume growth of 148%, offset in part by savings from reduced fees at higher volumes; and

Previous report

There were no material changes to note within transaction reversal losses, blockchain transaction fees, or other.

Previous report

Transaction expense as a percentage of total revenue will vary depending on the composition of the Company’s total revenue, as certain revenue streams incur little or no transaction costs while others have associated expenses. For example, if interest income and stablecoin revenue increase as a percentage of total revenue, transaction expenses as a percentage of total revenue will decrease as there are no transaction expenses directly attributed to these revenues. Conversely, if blockchain rewards increase as a percentage of total revenue, transaction expenses as a percentage of total revenue will increase since the majority of blockchain rewards revenue is distributed to the customer. There was no change in overall transaction expense as a percentage of total revenue when comparing the periods presented.

Previous report

•an increase in personnel-related expenses primarily reflecting higher stock-based compensation expense of $104.1 million as a result of the 2023 annual employee equity awards being granted at a lower stock price as compared to the 2024 annual employee equity awards, offset in part by the roll-off of non-recurring multi-year stock-based compensation awards. Further, personnel-related expenses increased $42.6 million due to higher average headcount; and

Previous report

•an increase in marketing programs expenses primarily due to $75.4 million higher digital advertising spend, and an increase in customer referral and other promotional initiatives; and

Previous report

•an increase in USDC rewards payouts of $112.4 million due to higher reward rates offered to customers in an effort to enhance customer acquisition, retention, and platform engagement, with the remainder primarily due to growth in average customer USDC assets on platform.

Previous report

There were no material changes to note within personnel-related or other.

Previous report

•an increase in personnel-related expenses largely driven by increased stock-based compensation expense as a result of the 2023 annual employee equity awards being granted at a lower stock price as compared to the 2024 annual employee equity rewards;

Previous report

•higher professional services expenses driven by an increase of $30.0 million in legal advisory services, offset in part by lower business consulting expenses;

Previous report

▪an additional $33.3 million in policy spend as we increased our crypto advocacy efforts;

Previous report

▪an increase of $31.0 million in taxes, licenses, and fees primarily due to higher indirect taxes directly associated with the growth in revenue and the application of certain indirect tax rules;

Previous report

▪an increase in legal costs of $23.4 million due to higher spend; offset in part by

Previous report

▪lower lease costs, as we recognized a one-time lease termination fee of $25.0 million during the year ended December 31, 2023 related to the closure of our San Francisco office space.

Previous report

▪The remaining variance in other was due to increases across various expenses, with no material changes to note.

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Reworded paragraphs (57)

Previous wording

For the year ended December 31, 2024, our net revenue was $6.3 billion, including $4.0 billion in transaction revenue and $2.3 billion in subscription and services revenue. For the year ended December 31, 2023, our net revenue was $2.9 billion, including $1.5 billion in transaction revenue and $1.4 billion in subscription and services revenue.

Current wording

For the year ended December 31, 2025, our net revenue was $6.9 billion, including $4.1 billion in transaction revenue and $2.8 billion in subscription and services revenue. For the year ended December 31, 2024, our net revenue was $6.3 billion, including $4.0 billion in transaction revenue and $2.3 billion in subscription and services revenue.

Previous wording

For the year ended December 31, 2024, our net income was $2.6 billion and Adjusted EBITDA was $3.3 billion. For the year ended December 31, 2023, our net income was $0.1 billion and Adjusted EBITDA was $1.0 billion.

Current wording

For the year ended December 31, 2025, our net income was $1.3 billion and Adjusted EBITDA was $2.8 billion. For the year ended December 31, 2024, our net income was $2.6 billion and Adjusted EBITDA was $3.3 billion.

Previous wording

For 2025, we believe that we are well-positioned to drive revenue growth across all macroeconomic environments, and we remain committed to advancing regulatory clarity. Despite multiple Federal Funds Rate decreases in late 2024, future interest rate decreases are not certain. If they continue, they may materially impact our subscription and services and other revenue. 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. In the first quarter of 2025, we expect technology and development and general and administrative expenses to grow modestly as compared to the fourth quarter of 2024, primarily due to headcount growth and variable infrastructure and customer support expenses. Additionally, we expect sales and marketing expenses to grow, as compared to the fourth quarter of 2024, primarily due to expected higher USDC rewards expense and variable non-brand marketing spend.

Current wording

For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP 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. Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. 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. In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025. Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities.

Previous wording

(1)Represents the annual average MTUs, calculated as the average of quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter. Quarterly MTUs for the fourth quarter of 2024 and 2023, were 9.7 million and 7.0 million, respectively.

Current wording

(1)Represents the annual average MTUs, calculated as the average of quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter.

Previous wording

(3)In the first quarter of 2024, we revised our definition of Adjusted EBITDA and recast the prior period for comparability. See the section titled “Non-GAAP Financial Measure” below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Current wording

(4)See Non-GAAP Financial Measure below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Previous wording

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 both transaction revenue and 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.

Current wording

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.

Previous wording

We define AOP as the total United States (“U.S.”) dollar equivalent value of USDC and crypto assets 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. Prior to SAB 122 adoption, SAB 121 safeguarding amounts included assets for which customers held full or partial keys. As customers are in control of those assets, we exclude them from our definition of AOP. AOP demonstrates the scale of 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 cryptoeconomy. AOP also represents our monetization opportunity for subscription products and services, including from the adoption and use of USDC, staking, custody, Prime Financing, and Coinbase One. AOP generate fees that are recorded as subscription and services revenue when customers engage with these products and services.

Current wording

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 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.

Previous wording

The following table sets forth the value of AOP by asset (in thousands, except percentages):

Current wording

The following table sets forth the value of AOP by asset (in millions, except percentages):

Previous wording

(1)Includes various other crypto asset balances, none of which individually represented more than 5% of total AOP.

Current wording

(1)Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP.

Previous wording

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 during the period of measurement. Trading Volume does not include derivatives volume on our platform or trades executed on third-party venues. 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 cryptoeconomy. Institutional customers incur lower fees per transaction than consumer customers 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.

Current wording

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 value of trades that we 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.

Previous wording

Generally, Trading Volume on our platform 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 experienced correspondingly high levels of Trading Volume on our platform.

Current wording

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.

Previous wording

For the years ended December 31, 2024 and 2023 we generated 83% and 88%, respectively, of total revenue in the U.S. No other country accounted for more than 10% of total revenue during the years presented. International revenue comprised mainly transaction revenue in both years presented.

Current wording

For the years ended December 31, 2025 and 2024 we generated 84% and 83%, respectively, of total revenue in the U.S., with no other country contributing over 10%. International revenue comprised mainly transaction revenue.

Previous wording

Transaction revenue increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Transaction revenue increased for the year ended December 31, 2025 as compared to 2024, primarily reflecting:

Previous wording

•an increase in consumer transaction revenue of $2.6 billion due to a 195% increase in consumer Trading Volume. This increase was offset in part by a decrease of $482.5 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple to Advanced trading;

Current wording

◦a decrease of $384.4 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple users to Advanced and Coinbase One users who pay lower average fees; offset in part by

Previous wording

•an increase in other transaction revenue of $77.8 million from transactions on Base, which was launched in the third quarter of 2023, as well as higher revenue from instant transfer withdrawals.

Current wording

There were no material changes to note within other transaction revenue.

Previous wording

The percentage of transaction revenue from trading on our platform broken down by crypto asset was as follows:

Current wording

The percentage of transaction revenue from spot trading on our platform by crypto asset was as follows:

Previous wording

Subscription and services revenue increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Subscription and services revenue increased for the year ended December 31, 2025 as compared to 2024, reflecting:

Previous wording

Other revenue increased for the year ended December 31, 2024 as compared to 2023, primarily due to higher average cash and cash equivalents balances.

Current wording

Other revenue increased for the year ended December 31, 2025 as compared to 2024, largely reflecting an increase of $85.3 million due to higher average cash and cash equivalents balances, offset by lower average interest rates earned on these balances, which declined 89 basis points.

Previous wording

Certain prior period amounts have been reclassified to conform to current period presentation.

Current wording

Certain prior period amounts have been reclassified to conform to the current period presentation.

Previous wording

Transaction expense increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Transaction expense increased for the year ended December 31, 2025 as compared to 2024, reflecting:

Previous wording

•higher transaction rebates and commissions, driven primarily by rebates earned by institutional customers providing liquidity on our international exchange, driven by growth in volume.

Current wording

•higher transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, driven by growth in volume; and

Previous wording

Technology and development expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Technology and development expenses increased for the year ended December 31, 2025 as compared to 2024, reflecting:

Previous wording

•higher website hosting and infrastructure expenses driven by increased activity on our platform.

Current wording

•an increase in website hosting and infrastructure expenses driven by initiatives to increase capacity and scalability to support activity on our platform.

Previous wording

Sales and marketing expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Sales and marketing expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:

Previous wording

(1)Excludes personnel-related and professional services expenses.

Current wording

(1)Excludes employee-related and professional services expenses.

Previous wording

General and administrative expenses increased for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

General and administrative expenses increased for the year ended December 31, 2025 as compared to 2024, primarily due to:

Previous wording

•an increase in customer support costs as a result of increased capacity needs. Our capacity needs typically increase in periods following higher Trading Volumes; and

Current wording

•an increase in customer support costs as a result of increased capacity needs and enhancement of our customer service function.

Previous wording

Gains on crypto assets held for operations, net during the year ended December 31, 2024 resulted primarily from flows of crypto assets held for operations during a period of rising crypto asset prices. Though gross inflows and outflows of these assets were each $1.5 billion in 2024, gains on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.

Current wording

Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices, particularly in the fourth quarter of 2025. Though both gross inflows and outflows of these assets were approximately $1.6 billion and$1.5 billion during the years ended December 31, 2025 and 2024, respectively, gains and losses on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.

Previous wording

Other income, net changed for the year ended December 31, 2024 as compared to 2023, due to:

Current wording

Other income, net changed for the year ended December 31, 2025 as compared to 2024, due to a gain on the sale of a portion of our investment in Circle Internet Group, Inc. and fair value remeasurement of our remaining holding, both resulting from Circle’s initial public offering in June 2025. There were no material changes to note within other.

Previous wording

•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 (post-adoption of ASU 2023-08) because such investments are considered primarily long-term holdings, 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 based on transactions on our platform and the sales of subscriptions and services, and (iii) the impact of our restructuring in 2023, which was not related to our normal business operations.

Current wording

•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, 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 directly related to the Data Theft Incident, including voluntary customer 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.

Previous wording

•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, restructurings, and benefit from or 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.

Current wording

•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, net, and 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.

Previous wording

•net gains or losses on our crypto assets held for investment, net, after the adoption of ASU 2023-08;

Current wording

•net gains or losses on our crypto assets held for investment; and

Previous wording

•other (income) expense, net, which represents foreign exchange gains or losses, gains or losses on strategic investments, net, gains on the repurchase of certain of our long-term debt, and other non-operating income and expense activity;

Current wording

•other income, net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity.

Previous wording

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 income (loss), 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 income (loss), and not to rely on any single financial measure to evaluate our business.

Current wording

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 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 income, and not to rely on any single financial measure to evaluate our business.

Previous wording

The following table provides a reconciliation of Net income (loss) to Adjusted EBITDA. The prior period comparative reconciliation has been updated to conform to the current period presentation (in thousands):

Current wording

The following table provides a reconciliation of net income to Adjusted EBITDA (in thousands):

Previous wording

We continue to believe our existing cash and cash equivalents and USDC 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 our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptanceof 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 our short-term cash requirements with our existing cash and cash equivalentsand USDC andwith future cash flows from operations and may satisfy our long-term cash requirements additionally with proceeds from a future equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. 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 would restrict our operations.

Current wording

We continue to believe our existing cash, cash equivalents, and marketable investments, which totaled $11.6 billion as of December 31, 2025, 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 our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptanceof 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 andwith future cash flows from operations, future sales of marketable investments, and 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 operations.

Previous wording

As market conditions warrant, we may, from time to time, repurchase our outstanding long-term debt securities in the open market, in privately negotiated transactions, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors, and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material. In 2023, we repurchased$427.0 million in aggregate principal amount of our outstanding long-term debt securities for cash payments aggregating$303.5 million.

Current wording

In August 2025, we issued an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2032, unless converted, repurchased, or redeemed on an earlier date, and an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2029, unless converted or repurchased on an earlier date. As market conditions warrant, we may, from time to time, repurchase our outstanding long-term debt securities in the open market, in privately negotiated transactions, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors, and may be commenced or suspended at any time. See Note 11. Long-Term Debt of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Previous wording

As of December 31, 2024 and 2023, our ratings with S&P Global Ratings were BB- for both issuer credit and senior unsecured debt. As of December 31, 2024 and 2023, our ratings with Moody’s Ratings were B2 for corporate family and B1 for guaranteed senior unsecured notes.

Current wording

As of December 31, 2025 and 2024, our ratings with S&P Global Ratings were BB- for both issuer credit and senior unsecured debt. In August 2025, Moody’s Ratings announced an upgrade of our ratings from B2 to B1 for corporate family and from B1 to Ba2 for guaranteed senior unsecured notes.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our valuation allowance for the years ended December 31, 2025, 2024, and 2023.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

There were no material changes to note within Other operating expense, net.

Previous report — wording carried elsewhere

Gains on crypto assets held for investment, net

Previous report — wording carried elsewhere

On March 18, 2024, we issued$1.3 billion in aggregate principal amount of convertible senior notes that mature on April 1, 2030, unless converted, redeemed or repurchased on an earlier date. As of December 31, 2024, we held $4.3 billion in aggregate principal amount of long-term debt.

Previous report — wording carried elsewhere

We view our crypto asset investments as primarily long-term holdings and we do not and do not plan to engage in regular trading of these crypto assets. 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. See Note 7. Crypto Assets Held for Investment of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for additional details.