Coinbase Global, Inc.

1. NATURE OF OPERATIONS

Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company” or “Coinbase”).

Coinbase's mission is to increase economic freedom in the world. The Company provides a trusted platform for trading crypto, equities, prediction markets, and more, securely storing crypto assets, and accessing the onchain economy. The Company serves consumers through its suite of financial apps, institutions through a full-service prime brokerage platform, and developers through a unified suite of developer tools, APIs, and infrastructure designed to help build crypto-based applications.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and preparation

The accompanying Condensed Consolidated Financial Statements (the “Financial Statements”) include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Financial Statements are unaudited but have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) on the same basis as the audited Consolidated Financial Statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements. Preparation of the Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Financial Statements and notes thereto. The unaudited Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year or any other period and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 (the “Annual Report”).

Certain prior period amounts in the Financial Statements have been reclassified to conform to the current period’s presentation. There were no material changes to the Company’s most significant estimates and assumptions, significant accounting policies, segment reporting, or recent accounting pronouncements that were disclosed in Note 2. Summary of Significant Accounting Policiesto the Consolidated Financial Statements included in the Annual Report, other than as discussed below.

Changes in financial statement presentation

During the first quarter of 2026, the Company revised the presentation of revenue earned on corporate payment stablecoin balances. As these assets are classified as cash and cash equivalents and managed as fungible in daily operations, the Company determined that presenting all similar revenue within a single line item enhances transparency. Accordingly, this revenue is now presented in Other revenue rather than in Net revenue in the Condensed Consolidated Statements of Operations, with no impact to Total revenue. There is no change to the Company’s arrangement with Circle Internet Financial, LLC or the revenue generated. The associated amounts of revenue earned on corporate payment stablecoin balances for the three and nine months ended September 30, 2025 of $30.1 million and $77.2 million, respectively, have been reclassified to conform to the current period presentation. See Note 5. Revenuefor additional details.

Additionally, the Company revised the presentation of certain loan collateral received and returned in the Condensed Consolidated Statements of Cash Flows, from a gross to a net basis. The Company determined that a net presentation more accurately reflects the economic substance of these transactions, where the turnover is quick, the amounts are large, and the maturities are short, and that this net presentation is consistent with the existing net presentation of the related loan balances. The change in presentation was applied retrospectively to all periods presented, as shown in the table below in the column with the heading “Change in Presentation.” The reclassification had no effect on previously reported total net cash used in investing activities, net income, or any balance sheet amounts.

Change in accounting principle

Accounting for payment stablecoins

Effective December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins, including USDC, EURC, and PYUSD, to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral. The change in accounting principle was applied retrospectively to all periods presented, including in the Condensed Consolidated Statements of Cash Flows, the changes to which are shown in the table below in the column with the heading “Change in Principle.” The reclassification had no effect on previously reported total assets, total liabilities, equity, net income, or earnings per share for any period presented.

Impact of financial statement reclassifications

The following table presents the impact of the changes in financial statement presentation and accounting principle for cash and non-cash activities, as discussed above, on the Condensed Consolidated Statements of Cash Flows and Note 22. Supplemental Disclosures of Cash Flow Information (in thousands):

(1)Purchase of investments and Dispositions of investments are presented as separate line items on the face of the Condensed Consolidated Statements of Cash Flows and are therefore excluded from this presentation of Other investing activities, net.

Recent accounting pronouncements

Accounting pronouncements pending adoption

On September 18, 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other-Internal Use Software, to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is required to be adopted for fiscal years commencing after December 15, 2027, with early adoption permitted. ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption, based on the status of the project and whether software costs were capitalized before the date of adoption. The Company anticipates using a prospective transition approach and is evaluating the impact of adopting the standard on the Financial Statements.

Concentration of credit risk

The Company’s cash and cash equivalents, restricted cash and cash equivalents, customer custodial funds, loan receivables, certain crypto assets held, accounts receivable, and deposits are potentially subject to concentration of credit risk. See below and Notes 6. Collateralized Arrangements and Financing and 8. Accounts Receivable, Net for a discussion of these risks by counterparty and type of transaction.

Payment stablecoins

Payment stablecoins are redeemable on a one-to-one basis for cash and cash equivalents and are classified as Cash and cash equivalents in the Condensed Consolidated Balance Sheets. As of September 30, 2026 and December 31, 2025, the reserves backing these payment stablecoins were held by the issuers in cash and cash equivalents in segregated accounts titled for the benefit of payment stablecoin holders.

Funds held at financial institutions

Cash and cash equivalents, excluding payment stablecoins which are held on our platform, are primarily placed with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

Funds held at venues

The Company holds cash at venues, which include third-party payment processors, digital wallets, and trading platforms, but exclude clearing agents, and performs a regular assessment of these venues as part of its risk management process. As of September 30, 2026 and December 31, 2025, the Company held $89.3 million and $110.8 million, respectively, of cash at venues.

3. RESTRUCTURING

On May 5, 2026, the Company announced a restructuring plan (the “Restructuring”) to (i) manage its operating expenses in response to current market conditions and (ii) optimize the Company’s operations. The Restructuring involved a reduction of the Company's workforce by approximately 700 employees, and was substantially completed during the second quarter of 2026. For the three months ended September 30, 2026, the Company reduced its restructuring expense accrual by $4.6 million, reflecting employee compensation and benefits that were no longer expected to be paid. For the nine months ended September 30, 2026, the Company recognized $47.8 million in total restructuring expenses, consisting primarily of employee severance and other termination benefits, of which $3.2 million was stock-based compensation.

4. ACQUISITIONS

Information on acquisitions completed during the periods presented is set forth below. The results of operations of all business combinations have been recorded in the Financial Statements since the dates of acquisition.

Deribit

On August 14, 2025, the Company acquired the outstanding equity of Sentillia B.V. (“Deribit”), a crypto derivatives exchange. The Company believes this strategic acquisition will play a key role in its goal to be the premier global platform for crypto derivatives. Total consideration transferred in the acquisition, subject to customary post-closing adjustments, was $4.3 billion, consisting of the following (in thousands):

(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):

The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Deribit’s trading platform with the Company’s existing platform. The goodwill is expected to be deductible for U.S. tax purposes.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data):

The customer relationships represent the fair value of projected cash flows derived from existing customers of Deribit and were valued using the multi-period excess earnings method. The present value of projected cash flows included significant judgment and assumptions regarding future revenues, attrition rates, and the discount rate.

Echo

On October 8, 2025, the Company acquired all of the outstanding equity interests of Gm Echo Ltd (“Echo”), an onchain capital raising platform. The Company believes this strategic acquisition will play a key role in its goal to create more accessible, efficient, and transparent capital markets.

In accordance with ASC 805, the acquisition was accounted for as a business combination under the acquisition method. The total purchase consideration transferred in the acquisition was $176.0 million, which included $68.0 million in cash and $108.0 million in Class A common stock of the Company. Net assets acquired were$23.7 million, and the excess purchase price of$152.3 million was recorded as goodwill. The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Echo’s platform with the Company’s existing platform. The goodwill is expected to be deductible for U.S. tax purposes.

Other acquisitions

During 2026 and 2025, the Company completed other business combinations that were immaterial, both individually and in the aggregate.

5. REVENUE

The following table presents revenue disaggregated by type (in thousands):

(1)Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606, Revenue from Contracts with Customers (“ASC 606”). During the first quarter of 2026, the Company 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. The associated amounts of $30.1 million and $77.2 million for the three and nine months ended September 30, 2025, respectively, have been reclassified to conform to current period presentation.

(2)Amounts primarily include revenue that is not accounted for under ASC 606, as well as an immaterial amount of finance fee income, which is accounted for under ASC 606.

During the three months ended September 30, 2026 and 2025, one counterparty accounted for 27% and 19% of total revenue, respectively. During the nine months ended September 30, 2026 and 2025, one counterparty accounted for 25% and 18% of total revenue, respectively.

Revenue by geographic location

The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

(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.

6. COLLATERALIZED ARRANGEMENTS AND FINANCING

Lending and related collateral

The following table summarizes the Company’s institutional financing lending arrangements (in thousands):

(1)Includes an immaterial amount of fiat and crypto asset trade finance receivables as of September 30, 2026 and December 31, 2025.

As of September 30, 2026 and December 31, 2025, the Company had three and four counterparties, respectively, each of whom accounted for more than 10% of the Company’s Loan receivables.

As of September 30, 2026 and December 31, 2025, the collateral requirements for all loans outstanding ranged from 100% to 250% of the fair value of the loan.

The following table summarizes assets the Company held and recognized as collateral relating to lending activity, with a corresponding obligation to return the collateral to the borrower (in thousands, except units):

(1)Fiat and payment stablecoin collateral held are recognized within Cash and cash equivalents in the Condensed Consolidated Balance Sheets. Cost basis and units are not required disclosure and are therefore labeled N/A.

(2)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total crypto assets held as collateral.

The following table summarizes collateral pledged by borrowers in lending arrangements with the Company, which the Company has not recognized as collateral nor as an obligation to return the collateral (in thousands):

Borrowings and related collateral

The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed (in thousands, except units):

(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets borrowed.

The following table summarizes the units, cost basis, and fair value of Short-term borrowings (in thousands, except units):

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

As of September 30, 2026 and December 31, 2025, the weighted average annual fees on Short-term borrowings were 3.9% and 3.5%, respectively.

The fair value of the Company’s assets pledged as collateral against Short-term borrowings, presented in Restricted cash and cash equivalents and Crypto assets held as collateral consisted of the following (in thousands):

Derivatives collateral

The Company has collateralized derivative arrangements, whereby it enters into crypto asset derivative contracts with customers, primarily to provide liquidity for global derivatives trading. The following table summarizes customer-pledged derivatives collateral presented in the Condensed Consolidated Balance Sheets as Crypto assets held as collateral, with a corresponding obligation to return the collateral to the customer (in thousands, except units):

As of September 30, 2026 and December 31, 2025, the collateral requirements for outstanding derivatives were at least 100% of the derivative notional value.

7. CRYPTO ASSETS HELD FOR OPERATIONS

The following table summarizes Crypto assets held for operations (in thousands, except units):

(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for operations.

8. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following (in thousands):

As of each of September 30, 2026 and December 31, 2025, the Company had two counterparties, each of whom accounted for more than 10% of the Company’s Accounts receivable, net.

9. CRYPTO ASSETS HELD FOR INVESTMENT

The following table summarizes Crypto assets held for investment (in thousands, except units):

(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for investment.

As of September 30, 2026, the Company held $157.6 million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2026 and 2030.

10. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table reflects the changes in the carrying amount of goodwill (in thousands):

There was no impairment recognized against goodwill at the beginning or end of the period presented, and no measurement period adjustments during the period presented.

Intangible assets, net

Intangible assets, net excludes internally developed software and crypto assets, which are presented in Software and equipment, net within Note 13. Condensed Consolidated Balance Sheets Details and in the various crypto assets held line items within the Condensed Consolidated Balance Sheets, respectively.

The effects of amortization of Intangible assets, net on the Condensed Consolidated Statements of Operations were as follows (in thousands):

There were no material impairment charges associated with these assets during these periods. The Company estimates no significant residual value related to these amortizing intangible assets.

The expected future amortization expense for amortizing intangible assets for the 12-month period ending September 30 of the respective year, as of September 30, 2026, is as follows (in thousands):

11. LONG-TERM DEBT

As of September 30, 2026 and December 31, 2025, the Company had fixed-rate convertible notes and senior notes with varying maturities for an aggregate carrying amount of $5.9 billion and $7.2 billion, respectively. As of September 30, 2026 and December 31, 2025, the fair value of the Company’s convertible notes and senior notes, based on Level 2 valuation inputs, was $5.4 billion and $6.9 billion, respectively. The Company used cash to repay in full, at maturity, $1.3 billion of aggregate principal amount of its 0.5% convertible notes due June 1, 2026 (the “2026 Convertible Notes”). See Note 11. Long-Term Debt to the Consolidated Financial Statements included in the Annual Report for more information regarding the Company’s long-term debt.

12. DERIVATIVES

During the periods presented, the Company’s derivatives were primarily embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and crypto asset option contracts with customers in the U.S. and internationally, entered into to provide liquidity for global derivatives trading. None were designated as hedging instruments.

Impact of derivatives on the Condensed Consolidated Balance Sheets

The following table summarizes information on derivative instruments by their location in the Condensed 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):

(1) Includes gross assets and liabilities of $48.5 million each, representing the fair values of crypto asset option contracts. Notional amounts, which are not recorded, totaled $301.9 million for each of the asset and liability, at September 30, 2026. Derivative notional amounts are reference amounts from which the fair value of derivatives is derived and do not represent a complete measure of the risk profile of the Company’s exposure to these derivative instruments.

Impact of derivatives on the Condensed Consolidated Statements of Operations

The impacts of gains (losses) on derivative instruments recognized in the Condensed Consolidated Statements of Operations were as follows (in thousands):

(1)Changes in fair value are recognized in Transaction expense in the Condensed 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, including immaterial changes resulting from holding crypto asset option contracts, which have an equal and offsetting impact, are recognized in Other operating (income) expense, net or Other (income) expense, net in the Condensed Consolidated Statements of Operations depending on the nature of the derivative.

13. CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS

The following table presents certain other details of the Condensed Consolidated Balance Sheets (in thousands):

14. FAIR VALUE MEASUREMENTS

Assets and liabilities measured and recorded at fair value on a recurring basis

The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

(1)Represents money market funds and other short-duration U.S. Treasury holdings. Excludes cash and cash equivalents not measured and recorded at fair value of $4.9 billion and $5.2 billion as of September 30, 2026 and December 31, 2025, respectively.

(2)Represents money market funds. Excludes restricted cash and cash equivalents not measured and recorded at fair value of $87.7 million and $332.8 million as of September 30, 2026 and December 31, 2025, respectively.

(3)Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds not measured and recorded at fair value of $2.5 billion and $1.9 billion as of September 30, 2026 and December 31, 2025, respectively.

(4)Primarily represents marketable equity securities. Excludes marketable investments not measured and recorded at fair value, with none as of September 30, 2026 and $44.4 million as of December 31, 2025.

(5)See Note 12. Derivatives for additional details.

The Company has valued all Level 1 assets and liabilities using quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company has valued all Level 2 assets and liabilities using quoted market prices as an observable input. This includes prices for underlying crypto assets and, for non-crypto denominated assets and liabilities, prices for similar assets and liabilities in inactive markets.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets, such as software and equipment, goodwill, and other intangible assets, are adjusted to fair value when an impairment charge is recognized.

The Company’s strategic investments are nearly all accounted for using the measurement alternative, whereby they are recognized at cost and adjusted to fair value for observable transactions for same or similar investments of the same issuer or for impairment, on a non-recurring basis. Fair value measurements for these strategic investments are based predominantly on Level 3 inputs to an Option-Pricing Model that uses publicly available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, adjustments for other company-specific developments, and the rights and obligations of the securities the Company holds.

The impact on the Condensed Consolidated Statements of Operations from remeasurement of measurement alternative investments was immaterial for all periods presented, as were cumulative upward adjustments of measurement alternative investments outstanding at September 30, 2026 and December 31, 2025. Cumulative impairments and downward adjustments as of these dates were $133.2 million and $127.7 million, respectively.

Assets and liabilities not measured and recorded at fair value

Certain of the Company’s financial instruments are not measured and recorded at fair value but their carrying values approximate fair value due to their liquid or short-term nature. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 1 valuation inputs if they were recorded at fair value include cash, restricted cash, payment stablecoins, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral. Financial instruments denominated in fiat or payment stablecoins that would be based on Level 2 valuation inputs if they were recorded at fair value include accounts receivable, loan receivables, and accounts payable.

The Company’s long-term debt is not measured and recorded at fair value and its carrying value generally does not approximate its fair value. See Note 11. Long-Term Debt for its estimated fair value.

15. CAPITAL STOCK

Repurchase program

In October 2024, the Company’s board of directors (the “Board”) authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of the Company’s Class A common stock without expiration and in October 2025, the Board (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of the Company’s then-outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the "Notes”) (as modified, the “Repurchase Program”). In January 2026, the Board approved a$2.0 billion increase in the authorization under the previously announced Repurchase Program from$2.0 billion to$4.0 billion. Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations. The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock or Notes and may be modified, suspended, or discontinued at any time. As of September 30, 2026, $2.0 billion had been utilized to repurchase 10,169,729 shares of Class A common stock under the Repurchase Program, and $2.0 billion remained available for future repurchases, when considered on a settlement date basis.

16. STOCK-BASED COMPENSATION

Stock options

The following is a summary of stock option activity, including performance-based options (in thousands, except per share and years data):

Other awards

A summary of restricted stock units and performance restricted stock units activity is as follows (in thousands, except per share data):

(1)Represents the weighted-average grant date fair value per share.

Stock-based compensation

The following are the effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets (in thousands):

(1)Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the periods presented. See Note 13. Condensed Consolidated Balance Sheets Detailsfor additional details.

As of September 30, 2026, there was total unrecognized compensation cost of $633.3 million and $118.6 million related to unvested restricted stock units (excluding performance restricted stock units) and restricted stock awards, respectively, which is expected to be recognized over a weighted-average of 1.4 years and 2.8 years, respectively. As of September 30, 2026, there was unrecognized compensation cost related to performance restricted stock units subject to market conditions of $25.6 million, which is expected to be recognized over a weighted-average period of 2.1 years. Unrecognized compensation cost for all other stock-based compensation awards was immaterial as of September 30, 2026.

17. OTHER CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DETAILS

Disaggregation of relevant expense captions, as defined in ASU 2024-03, Expense Disaggregation Disclosures, consisted of the following (in thousands):

(1)Represents employee compensation, including transactions entered into for the benefit of employees such as health and wellness benefits.

(2)Substantially all represents amortization expense. Also includes depreciation and intangible asset impairment expenses, none of which are individually material.

(3) Comprises primarily costs of contract resources, consulting, and software.

(4) Comprises primarily amortization, costs of contract resources, and depreciation, none of which are individually material.

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

(6) Comprises primarily costs of contract resources, software, taxes, licenses, and fees, settlement costs, civic contributions, travel, amortization, depreciation, and intangible asset impairments, none of which are individually material.

Other (income) expense, net consisted of the following (in thousands):

(1)Comprises (gains) losses on Marketable and Strategic investments, excluding Crypto assets held for investment. For the three months ended September 30, 2025 and the nine months ended September 30, 2026, the amount includes $64.8 million and $95.1 million in realized net gains, respectively. Realized gains for all other periods presented are immaterial. For the three and nine months ended September 30, 2026, the amount includes $3.7 million and $73.0 million, respectively, in unrealized net gains on equity securities still held at September 30, 2026. For the three and nine months ended September 30, 2025, the amount includes $461.0 million in unrealized net losses and $1.0 billion in unrealized net gains, respectively, that relate to equity securities still held at September 30, 2025. See Note 14. Fair Value Measurements for additional details.

18. INCOME TAXES

The Company’s effective tax rate (“ETR”) for the three months ended September 30, 2026 and 2025 was 12.8% and 13.9%, respectively. The ETR of 12.8% for the three months ended September 30, 2026 was lower than the U.S. statutory rate of 21.0%, primarily due to a release of valuation allowance related to realized and unrealized capital losses and a one-time favorable tax adjustment related to the recent closure of a U.S. federal tax audit for the tax years 2020 and 2021, partially offset by state taxes.

The Company’s ETR for the nine months ended September 30, 2026 and 2025 was 3.7% and 20.0%, respectively. The ETR of 3.7% for the nine months ended September 30, 2026 was lower than the U.S. statutory rate of 21.0%, primarily due to the impact of non-deductible expenses (including stock-based compensation and certain non-US losses), partially offset by a one-time favorable tax adjustment related to the recent closure of a U.S. federal tax audit for the tax years 2020 and 2021.

The following is a supplemental schedule of cash paid for income taxes (in thousands):

As of September 30, 2026, the Company had a net deferred tax asset balance of $584.2 million, compared to $570.8 million as of December 31, 2025. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Management determined that there is sufficient positive evidence to conclude that it is more likely than not that the Company’s net deferred tax asset will be fully realized.

19. NET INCOME (LOSS) PER SHARE

The computation of Net income (loss) per share, including the weighted-average shares outstanding (“WASO”) used in the computation, is as follows (in thousands, except per share amounts):

The rights, including the liquidation and dividend rights, of the holders of Class A common stock and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.

The following potenti ally dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance awards, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period (in thousands):

(1)Includes shares under the Employee Stock Purchase Plan.

20. COMMITMENTS AND CONTINGENCIES

Crypto assets and payment stablecoins on platform

The Company is obligated to securely store all crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on the Company’s platform, including those within the Company’s custody services and all other assets for which the Company holds 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 September 30, 2026 and December 31, 2025. The Company holds full keys to crypto assets and payment stablecoins held or managed on behalf of its customers totaling $376.6 billion and $376.1 billion at fair value at September 30, 2026 and December 31, 2025, respectively. These assets are not recognized in the Condensed Consolidated Balance Sheets. Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecognized liability of $376.6 billion and $376.1 billion at September 30, 2026 and December 31, 2025, respectively. Since the risk of loss is remote, the Company did not recognize a contingent liability at September 30, 2026 or December 31, 2025. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.

Indemnifications

The Company has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.

It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made and (ii) due to the unique facts and circumstances involved in each particular agreement.

The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business.

Legal and regulatory proceedings

The Company has been, currently is, and may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, intellectual property, privacy, information security, data protection, advertising, and securities. In addition, the Company has been, currently is, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and recognizes loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Financial Statements.

In October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc., was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the

Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for Judgment on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions. The parties completed their summary judgment briefing on June 17, 2026 and oral argument was held on July 15, 2026. On July 30, 2026, the District Court granted summary judgment for defendants on all claims relating to the majority of transactions at issue. With respect to the claims relating to the surviving subset of transactions, the case will proceed to further discovery.

The defendants continue to dispute the claims in this case and intend to vigorously defend against them. Based on the nature of the proceedings in this case, the outcome of the surviving portion of this matter remains uncertain and the Company cannot estimate the potential impact, if any, on its business or Financial Statements at this time.

In June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case pending final adjudication of the matters. In October 2023, the Company and Coinbase, Inc. entered into a similar agreement with the Maryland state securities regulator. In March and April 2025, the Alabama, Kentucky, Illinois, South Carolina, and Vermont state securities regulators dismissed, vacated, rescinded, and/or withdrew their legal actions. On October 29, 2026, the New Jersey state securities regulator informed the Company that it intends to rescind its summary penalty and cease and desist order. The Company and Coinbase, Inc. dispute the claims of the state securities regulators and intend to vigorously defend against them. Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or Financial Statements at this time. An adverse resolution in these state matters could have a material impact on the Company’s business and Financial Statements.

The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products.

Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially.

Tax regulation

Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes and the withholding of tax at source. Further, it is possible that additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from the Company’s practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued. As a result, the Company may have exposure to additional tax liabilities that could have an adverse effect on the Company’s operating results and financial condition.

Other commitments

During the nine months ended September 30, 2026, the Company completed a strategic equity investment for total consideration of $180.0 million, reducing its other commitments as of December 31, 2025 accordingly. Other than as described above, there were no material changes in the Company’s other commitments during the nine months ended September 30, 2026.

21. RELATED PARTY TRANSACTIONS

Related party customer activity

Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. The Company recognized the following from related party customer activity:

•Total revenue of $0.8 million and $3.1 million during the three months ended September 30, 2026 and 2025, respectively, and $3.5 million and $8.3 million during the nine months ended September 30, 2026 and 2025, respectively;

•Accounts receivable, net of $0.4 million as of both September 30, 2026 and December 31, 2025; and

•Customer custodial funds and Customer custodial fund liabilities of each $2.3 million and $11.0 million as of September 30, 2026 and December 31, 2025, respectively.

Related party investments

The Company made strategic investments of $5.0 million and $6.9 million during the three and nine months ended September 30, 2026, respectively, in which certain related parties of the Company held an interest over 10%. During the three and nine months ended September 30, 2025, the Company made aggregate strategic investments of $1.5 million and $9.3 million, respectively, in such investees.

22. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The following is a supplemental schedule of non-cash investing and financing activities (in thousands):