Gemini Space Station, Inc.

22. Commitments and Contingencies

Credit card receivables

In partnership with a credit card issuing bank (the "Issuing Bank"), the Company offers a credit card product to customers. As of September 30, 2025 and December 31, 2024, the Company had outstanding commitments to purchase all credit card receivables of $150.6 million and $65.8 million, respectively, from the Issuing Bank.

Legal and regulatory matters

The Company is currently subject to, and may in the future be involved in, various litigation matters, legal claims, investigations, and regulatory proceedings. Loss contingencies are accrued when management determines both that it is probable that losses have been incurred and that those losses are reasonably estimable. The Company accrued $1.0 million and $6.1 million in estimated loss contingencies as of September 30, 2025 and December 31, 2024, respectively.

These estimated loss contingencies relate to any unsettled matters in which there is at least a reasonable possibility that a material loss could be incurred. With respect to these matters, management believes losses in excess of amounts accrued, if any, are reasonably possible but cannot be reasonably estimated based on current knowledge. The Company disputes these claims and intends to continue to defend these matters vigorously.

Earn-Related Litigation

On January 12, 2023, the Securities and Exchange Commission (the "SEC") charged Gemini Trust Company, LLC ("GTC"), a wholly-owned subsidiary of the Company, for the unregistered offer and sale of securities to retail investors through GTC's facilitation of a program "Earn" that allowed customers to earn interest by lending their crypto assets to a third party partner, Genesis. The SEC’s complaint alleged that the Earn program constituted an offer and sale of securities under applicable law and should have been registered with the SEC. Genesis, which was also named in this complaint, entered into a settlement with the SEC. On April 2, 2025, the U.S. District Court for the Southern District of New York (the “SDNY”) ordered a 60-day stay, as requested by the parties, to explore a potential resolution, which stay was later extended until September 15, 2025. On September 12, 2025, the parties notified SDNY that they had reached a resolution in principle and would provide final paperwork for the resolution by December 15, 2025. The Company expects the case to remain stayed until then.

Described below are certain matters associated with Earn, totaling $137.0 million in expenses, which GTC has settled as of December 31, 2024. GTC fully accrued for these items as of December 31, 2023 and as a result there was no additional loss recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024. There is corresponding activity recorded in the statement of cash flows for the nine months ended September 30, 2024.

On October 19, 2023, GTC was named as a defendant in a lawsuit brought by the New York Attorney General (“NYAG”) against GTC and various other external parties, including but not limited to Genesis and its parent company Digital Currency Group Inc. ("DCG"), alleging violations and misrepresentations in connection with GTC's Earn program. On June 14, 2024, GTC entered into a settlement agreement with the NYAG that required GTC to distribute approximately $50.0 million (i.e. approximately 3% of in-kind assets) as described below.

On February 28, 2024, GTC entered into a settlement with the NYSDFS ("Consent Order") that required GTC to contribute $40.0 million to Earn users’ recovery. Additionally, GTC paid a civil monetary penalty of $37.0 million related primarily to the Earn program. GTC paid the $37.0 million of civil monetary penalty to the

NYSDFS on March 11, 2024. GTC contributed bitcoin worth $40.0 million, in compliance with the Consent Order, and an additional $10.0 million, in compliance with a settlement agreement associated with the Genesis bankruptcy, towards the Earn users' recovery.

On May 29, 2024, Gemini Earn users received approximately $2,180.0 million of their crypto assets in kind, representing approximately 97% of the proceeds of a stipulated settlement reached between the relevant parties. To expedite closure, on June 20, 2024, GTC distributed the remaining approximately 3% of in-kind assets, worth approximately $50.0 million at the time of the settlement, to Earn users. By stepping in to settle the Earn matters, GTC assumed proprietary right of recovery claims of approximately $50.0 million in addition to the $7.5 million general unsecured creditor claim it already had against Genesis. The aggregate of these amounts was determined to have a book value of $29.5 million, all of which was received in 2024.

Commodity Futures Trading Commission Litigation

GTC was the subject of a lawsuit that the Commodity Futures Trading Commission (“CFTC”) filed in the Southern District of New York on June 2, 2022. GTC and the CFTC settled the matter by means of a consent order that was filed on January 6, 2025. In material part, the consent order states that GTC violated Section 6(c)(2) of the Commodity Exchange Act by making certain statements to CFTC staff that GTC reasonably should have known were false or misleading, and GTC also failed to disclose certain facts needed to make its statements not false or misleading. Without admitting or denying liability, GTC agreed to pay a $5.0 million civil monetary penalty, and to be permanently enjoined from making false or misleading statements or omitting to state material facts to the CFTC.

The Company is also subject to other matters for which it cannot reasonably estimate a range of exposure, if any, to potential associated liabilities incurred. Although occasional adverse decisions or settlements may occur, the Company does not believe that the final disposition of any of these other matters will have a material adverse effect on its results of operations, financial position, or liquidity. The Company cannot give any assurance regarding the ultimate outcome of these matters, and their resolution could be material to the Company's operating results for any particular period.

23. Subsequent Events

Third Party and Related Party Crypto Loans

On October 8, 2025, the Company initiated repayment of approximately $116.5 million in aggregate principal outstanding under its third party loan with Galaxy by providing notice to Galaxy and posting cash collateral equal to the outstanding principal amount. The cash collateral posting was funded with proceeds from the Company's sale of its Class A common stock in connection with the Company's IPO. The loan remains outstanding due to a 90-day notice period, under the terms of the agreement with Galaxy, after which time the posted cash collateral will be used to settle the principal amount outstanding under the loan. Upon the Company's payment of the cash collateral,818 BTC and 20,960 ETH was returned to the Company, which constitutes the crypto that the Company had pledged as collateral for its loan with Galaxy. Refer to Note 14. Third Party Loansfor further details about this loan.

On October 9, 2025, the Company fully repaid the related party crypto loans that were previously entered into in order to provide collateral to Galaxy under the Galaxy loan discussed above, totaling 898 BTC and 26,629 ETH.

On October 28, 2025, the Company repaid 217 BTC of the 340 BTC related party crypto loan used as collateral to obtain surety bonds necessary for money transmitter licenses.

SF Lease Agreement

On October 10, 2025, the Company entered into athirty-six month lease agreement for 9,090 square feet of office space in San Francisco, California which commenced on November 10, 2025. The term of the lease expires on November 10, 2028 and requires monthly base payments of $94,688.