Gemini Space Station, Inc.

14. Third Party Loans

Galaxy Digital LLC ("Galaxy") Loans

The Company entered into several loan agreements with Galaxy Digital LLC ("Galaxy"), a single unrelated third party as outlined in the table found below. The aggregate principal amount of these agreements is to be used for general operating activities.

Third party loans with Galaxy as of September 30, 2025 (in thousands):

Third party loans with Galaxy as of December 31, 2024 (in thousands):

New York Digital Investment Group Funding LLC ("NYDIG") Repurchase Agreement

On July 25, 2025, the Company entered into a $75.0 million repurchase agreement with NYDIG to facilitate a structured crypto asset financing arrangement involving bitcoin. Pursuant to the agreement, Gemini transferred 1,078 BTC with a nominal value of $125.25 million to NYDIG in exchange for cash proceeds of $75.0 million (the “Purchase Price”) and agreed to repurchase the same amount of BTC on June 30, 2026 at the Purchase Price plus an agreed annual interest rate of 8.50%. Gemini also agreed to provide additional collateral in the form of BTC such that the value of the BTC held by NYDIG in relation to the sale and repurchase agreement is between 143% and 200% of the $75.0 million Purchase Price.

Repurchase agreement as of September 30, 2025 (in thousands):

15. Funding Debt

In July 2025, the Company entered into a $75.0 million warehouse credit agreement with Ripple Labs Inc. (“Ripple”), an unrelated third party, to finance credit card receivables. Pursuant to the agreement, Ripple has agreed to lend the Company $75.0 million, which can be increased subject to the attainment of certain agreed upon metrics. At no time shall the aggregate commitment amount exceed $150.0 million. Ripple has the right to restrict additional drawdowns on the warehouse credit facility if the Company does not maintain at least $50 million equivalent of USD denominated Ripple stablecoin ("RLUSD") in its wallets held on its exchange platform by January 11, 2026. The debt is collateralized by the credit card receivables purchased by the Company, and has an initial interest rate of 6.5%, which can be increased to 8.5% if the Company does not maintain at least $50.0 million equivalent of RLUSD by October 11, 2025. During the three months ended September 30, 2025, the Company drew $99.0 million and subsequently repaid $50.2 million under the warehouse credit agreement. Accordingly, as of September 30, 2025, the Company had $26.1 million of unused, available borrowing capacity from the credit agreement. As of September 30, 2025, the Company pledged $67.9 million of credit card receivables as collateral associated with this loan. Credit card receivables pledged are included in Credit card receivables pledged on the condensed consolidated balance sheets. The securitized funding debt entered into by the Company is summarized below (in thousands).

Funding Debt as of September 30, 2025 (in thousands):

16. Common Units & Common Stock

In September 2025, the Company completed its IPO, in which the Company issued and sold 15.9 million shares of its Class A common stock at a public offering price of $28.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 0.3 million shares of the Company’s Class A common stock and 0.5 million shares of the Company’s Class A common stock from the selling stockholders. The sale of shares by the selling stockholders did not result in any proceeds to the Company. Concurrent with the IPO, Nasdaq entered into an agreement with us to purchase 1.9 million shares of Class A common stock in a private placement at $26.25 per share.

The Company authorized a total of 1.0 billion shares of Class A common stock with a par value of $0.001 per share and 100.0 million shares of Class B common stock with a par value of $0.001 per share. As of September 30, 2025, the Company had 42,518,964 shares of Class A common stock and 75,126,784 shares of Class B common stock issued and outstanding.

The holders of Gemini's Class A common stock are entitled toone vote for each share of common stock held. The holders of Gemini's Class B common stock are entitled toten votes for each share of common stock held. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders of the Company.

The dividend and liquidation rights of the holders of our Class A and Class B common stock are subject to declarations by the board and any restrictions imposed by the terms of any outstanding preferred stock. Upon liquidation, dissolution or winding up of the Company, assets legally available for distribution to stockholders will be distributed ratably among the holders of Class A and Class B common stock, subject to prior satisfaction of all outstanding debts and other liabilities and the payment of liquidation preferences, if any, on any outstanding preferred stock.

Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on aone-to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a transfer, except for certain permitted transfers described in our amended and restated articles of incorporation, and in certain other circumstances. Further, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the earliest of (i) the death or disability of the last surviving founder or (ii) the date the founders and their permitted transferees collectively hold less than 20% of the Class B common stock outstanding immediately following the closing of our initial public offering.

All outstanding shares of our Class A and Class B common stock are fully paid and non-assessable. Holders of our Class A and Class B common stock do not have preemptive, subscription, redemption, or sinking fund rights. The rights of holders of our Class A common stock are subject to and qualified by the rights, powers, and preferences of the holders of any preferred stock that we may issue from time to time.

Prior to the IPO, the Company issued three classes of Common Units, including Basic Common Units, Catch Up Common Units, and Capital Common A Units. In connection with the IPO, all outstanding shares of Common Units were converted into shares of Class A common stock and Class B common stock at the IPO price of $28.00 per share. As such, there wereno shares of Common Units that were issued and outstanding as of September 30, 2025. The following Common Units were converted to Class A and Class B common stock upon IPO:1.1 million Basic Common Units outstanding were converted to 0.3 million shares of Class A common stock;15.0 million Capital Common A Units outstanding were converted to 4.6 million shares of Class B common stock;55.2 million Incentive Units (inclusive of phantom units) outstanding were exchanged for 5.0 million shares of Class A common stock in respect of vested Incentive Units,4.4 million shares of restricted Class A common stock in respect of unvested Incentive Units, and less than 0.1 million shares of Class B common stock in respect of Incentive Units held by the Company's founders.

Also, in connection with the IPO, all outstanding shares of convertible preferred units were converted into 15.1 million shares of Class A common stock and 39.4 million shares of Class B common stock, pursuant to the conversion ratio. See Note 17. Preferred Units & Preferred Stockfor further details.

Lastly, in connection with the IPO, approximately $228.0 million in aggregate principal amount (plus accrued and unpaid interest thereon) in the Convertible Notes outstanding automatically converted into 10.2 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share. See Note 13. Related Party Loans and Convertible Notesfor further details.

17. Preferred Units & Preferred Stock

Series FF Units

In 2018, the Company issued a total of 1,000,000 Series FF preferred units ("Series FF Units") to its founders, Cameron and Tyler Winklevoss, which remained outstanding as of December 31, 2024. In connection with the IPO, all Series FF units were forfeited. As such, there wereno Series FF units outstanding as of September 30, 2025.

Convertible Preferred Units

As of December 31, 2024, the Company had 30,954,820 Series A preferred units (“Series A Units”) and 8,887,101 Series B preferred units (“Series B Units”), collectively the "Convertible Preferred Units", that were issued and outstanding. In connection with the IPO in September 2025, all outstanding shares of the Convertible Preferred Units were converted into shares of Class A common stock and Class B common stock based on the terms of the conversion ratio, and their carrying value of $534.4 million was reclassified into stockholders' equity. As such, there wereno shares of Convertible Preferred Units issued and outstanding as of September 30, 2025.

The following schedule summarizes the Company’s authorized, issued and outstanding Convertible Preferred Units as of December 31, 2024 (in thousands, except per unit data):

Preferred Stock

In connection with the IPO in September 2025, the Company authorized 20,000,000 shares of preferred stock for issuance, at a par value of $0.001 per share. No shares of preferred stock were issued and outstanding as of September 30, 2025.

18. Stock-Based Compensation

Prior to the IPO, the Company granted various equity classified awards, including Service-Based Incentive Units, Performance-Based Incentive Units, Phantom Units, and Service-Based Common Units. In addition, the Company issued liability classified awards, including Original Phantom Units.

Service-Based Incentive Units

The following table summarizes Service-Based Incentive Units activity for the nine months ended September 30, 2025 (in thousands):

In connection with the IPO, on September 11, 2025 all 36,837,700 Service-Based Incentive Units that were fully vested and outstanding were exchanged for 4,699,140 shares of Class A common stock. All 14,415,951 Service-Based Incentive Units that were unvested were converted to 3,815,917 RSAs and vest following their original vesting schedules over the remaining life of the awards which is generally 2 years to 4 years after the date of grant. Refer to the RSU and RSA table below. As of September 30, 2025 and December 31, 2024, there were 0 and 34,673,621 Service-Based Incentive Units outstanding, respectively.

Performance-Based Incentive Units

In connection with the IPO, on September 11, 2025 all 677,750 Performance-Based Incentive Units that were fully vested and outstanding were modified to RSUs and exchanged for 141,004 shares of Class A common stock. As of September 30, 2025 and December 31, 2024, there were 0 and 677,750 Performance-Based Incentive Units that were fully vested and outstanding, respectively. There wereno awards granted or forfeited during the nine months ended September 30, 2025. All Performance-Based Incentive Units were fully vested as of December 31, 2024.

Phantom Units

The following table summarizes Phantom Units activity for the nine months ended September 30, 2025 (in thousands):

In connection with the IPO, all 658,494 Phantom Units that were fully vested and outstanding were exchanged for 179,113 shares of Class A common stock. All 2,101,173 Phantom Units that were unvested were modified to 567,756 RSAs. As of September 30, 2025 and December 31, 2024, there were 0 and 406,600 Phantom Units outstanding, respectively.

Service-Based Common Units

In connection with the IPO, all 1,050,270 Service-Based Common Units that were fully vested and outstanding were converted to 321,219 shares of Class A common stock. As such, as of September 30, 2025 and December 31, 2024, there were 0 and 553,867 Service-Based Common Units that were fully vested and outstanding, respectively. There wereno awards granted or forfeited during the nine months ended September 30, 2025. All Service-Based Common Units were fully vested as of December 31, 2024.

Original Phantom Units

The Company has granted options to certain employees under the Original Phantom Units plan that required automatic settlement in cash payment upon the occurrence of a change in control event. In connection with the IPO, all 384,312 Original Phantom Units that were fully vested and outstanding were exchanged for 64,144 shares of Class A common stock. All 94,973 Original Phantom Units that were unvested were modified to 15,871 RSAs. As such, there were 0 and 755,729 Original Phantom Units outstanding as of September 30, 2025 and December 31, 2024, respectively. Prior to the IPO, the Original Phantom Units were classified as a liability in Accrued expenses in the related condensed consolidated balance sheets due to the cash settlement requirements. As the service conditions were considered probable, the Company recognized a liability of $1.3 million as of December 31, 2024. Upon IPO, the previously recognized cumulative compensation cost of $0.1 million was reclassified to Additional paid in capital within stockholders' equity in the related condensed consolidated balance sheets. The remaining unrecognized expense of less than $0.1 million will be recognized as stock-compensation expense over the remaining requisite service period.

ESPP

The ESPP became effective on September 12, 2025. An aggregate of 7,383,241 shares of the Company’s class A common stock has been authorized for issuance under the ESPP. During the nine months ended September 30, 2025,0 shares were purchased under the ESPP. As of September 30, 2025,7,383,241 shares remained available for future issuance under the ESPP. The Company didnot recognize any share-based compensation expense or liability related to the ESPP for the three and nine months ended September 30, 2025 and 2024.

Equity Plan

The Equity Plan became effective on September 12, 2025. Under the Equity Plan, the Company is authorized to grant shares of common stock in the form of stock options, RSUs, and RSAs to its employees, directors, and consultants. As of September 30, 2025, there were 12,130,692 shares of Class A common stock related to issued and outstanding RSUs and stock options under the Equity Plan. This consisted of 5,283,088 shares of Class A common stock issuable upon the vesting of RSUs granted under the Equity Plan to certain executive officers, other employees and board members, and 6,847,604 shares of Class A common stock issuable upon the exercise of stock options granted under the Equity Plan to the Company's founders and certain executive officers. As of September 30, 2025, the Company had 12,972,329 shares available for future issuance under the Equity Plan.

RSUs

In June 2025, the Company approved its annual bonus arrangements totaling $15.1 million to be settled in shares of Class A common stock contingent upon the completion of an IPO. Upon the completion of the IPO on September 11, 2025,538,612 shares of RSUs were issued, vested, and outstanding, based on the IPO price of $28.00 per share. The Company recognized the full stock-based compensation expense upon completion of the IPO.

In addition to the bonus RSUs, upon the completion of the IPO, there were 4,730,917 shares of Class A common stock issuable upon the vesting and settlement of RSUs, granted under the Equity Plan to certain executive officers, other employees and board members.

The following table summarizes RSU activity for the nine months ended September 30, 2025 (in thousands):

As of September 30, 2025 and December 31, 2024, there were 5,269,529 and 0 RSUs outstanding, respectively.

As of September 30, 2025, total unrecognized compensation expense related to unvested RSUs amounted to $106.1 million. The unrecognized expense for the RSUs is expected to be recognized over a weighted-average period of 3.2 years, subject to continued vesting.

RSAs

Upon the completion of the IPO, there were 4,399,544 shares of restricted Class A common stock granted under the Equity Plan to certain executive officers, other employees and board members.

The following table summarizes RSA activity for the nine months ended September 30, 2025 (in thousands):

As of September 30, 2025 and December 31, 2024, there were 4,399,544 and 0 RSAs outstanding, respectively.

As of September 30, 2025, total unrecognized compensation expense related to unvested RSAs amounted to $8.3 million. The unrecognized expense for the RSAs is expected to be recognized over a weighted-average period of 1.7 years, subject to continued vesting.

Time-Based Stock Options

As of September 30, 2025, there were 482,142 shares of Class A common stock issuable upon the exercise of stock options granted under the Equity Plan to the Company certain executive officers.

The following table summarizes stock options activity for the nine months ended September 30, 2025 (in thousands):

As of September 30, 2025, total unrecognized compensation expense related to unvested stock options amounted to $8.7 million. The unrecognized expense for the stock options is expected to be recognized over a weighted-average period of 3.9 years, subject to continued vesting.

The Company takes into consideration many factors in determining the fair value of the time-based stock options and estimates the fair value of such awards on the grant date. The Company used an option pricing model to estimate the fair value of the time-based stock options with the following assumptions as of September 30, 2025:

Expected term in years - The expected term is based on the average period the time-based stock options are expected to remain outstanding, generally calculated as the midpoint of the time-based stock options' remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Volatility - The expected volatility is based on the volatility of peer companies. Management believes this is the best estimate of the expected volatility over the expected life of the time-based stock options.

Risk-free rate- The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.

Dividend yield- The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero.

Market-Based Stock Options

As of September 30, 2025, there were 6,365,462 shares of Class A common stock issuable upon the exercise of stock options granted under the Equity Plan to the Company founders.

The following table summarizes stock options activity for the nine months ended September 30, 2025 (in thousands):

The Company takes into consideration many factors in determining the fair value of the market-based stock options and estimates the fair value of such awards on the grant date. The Company used an option pricing model to estimate the fair value of the market-based stock options with the following assumptions as of September 30, 2025:

Expected term in years - The expected term is based on the average period the market-based stock options are expected to remain outstanding, generally calculated as the midpoint of the market-based stock options’ remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Volatility - The expected volatility is based on the volatility of peer companies. Management believes this is the best estimate of the expected volatility over the expected life of the market-based stock options.

Risk-free rate- The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.

Dividend yield- The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield ofzero.

As of September 30, 2025, total unrecognized compensation expense related to unvested market-based stock options amounted to $122.5 million. The unrecognized expense for the stock options is expected to be recognized over a weighted-average period of 6.9 years, subject to continued vesting.

The Company recognized stock compensation expense of $45.6 million and $48.8 million for the three and nine months ended September 30, 2025, respectively, and $1.3 million and $4.5 million for the three and nine months ended September 30, 2024, respectively.

19. Income Taxes

The Company calculates the tax provision for interim periods using an estimated annual effective tax rate ("AETR") adjusted for the effect of discrete items arising during the period. The Company’s effective tax rate for both the three and nine months ended September 30, 2025, was 0.7% and 1.4%, respectively. The Company’s effective tax rate for both the three and nine months ended September 30, 2024, was 1.1% and (2.3)%, respectively. The effective tax rate for the three and nine months ended September 30, 2025, was higher than the three and nine months ended September 30, 2024, primarily due to an adjustment to the valuation allowance on the Company's deferred tax assets. The effective tax rate for the three and nine months ended September 30, 2025, and 2024, was lower than the U.S. statutory rate of 21% primarily due to a majority of the Company’s pre-IPO income being taxed at the partner level as well as a valuation allowance recorded on its deferred tax assets.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 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 and the need for a valuation allowance. Management determined that there is insufficient positive evidence to conclude that it is more likely than not that the Company’s gross deferred tax assets will be fully realized. As a result, a valuation allowance has been established against the Company's deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes significant changes to the U.S. tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. The Company has assessed the Act’s impact and concluded that it did not materially affect its effective tax rate for the current quarter.

20. Net Loss Per Share

Upon the consummation of the Company's IPO, all of the Company's pre-IPO Common Units were reclassified to Class A common stock and Class B common stock. The Company has retroactively adjusted the weighted average shares outstanding prior to the IPO to reflect this reclassification. Accordingly, the condensed consolidated financial statements present all references to common stock and per share data as if the conversion of Common Units into common stock had occurred at the beginning of all periods presented.

The Company's basic and diluted net loss per share calculation for Class A common stock and Class B common stock for the three and nine months ended September 30, 2025 and 2024 is presented below (in thousands, except per share amounts):

When calculating diluted net loss per share, the Company determined there were no adjustments to basic net loss per share required to calculate diluted net loss per unit. Prior to the IPO, the potentially dilutive securities that may be settled in the Company's Common Units include Convertible Preferred Units, Convertible Notes and Service-Based Common Units. Post the IPO, the potentially dilutive securities that may be settled in the Company's Class A common stock include stock-based awards. These securities were excluded from the computation of diluted net loss per share for the period presented because their effect would have been anti-dilutive if the Company had applied the if-converted method to outstanding Convertible Preferred Units and Convertible Notes or if the Company had applied the treasury stock method to the outstanding Service-Based Common Units and stock-based awards. For additional information, please refer to Note 13. Related Party Loans and Convertible Notes, Note 17. Preferred Units & Preferred Stock and Note 18. Stock-Based Compensation.

The following potentially dilutive units were not included in the calculation of diluted shares outstanding as the effect would have been antidilutive (in thousands):

Additionally, as of September 30, 2024, the Company had $237.0 million of Convertible Notes at fair value, which can be converted into Series B Units upon their maturity at the option of the holder at 80% of the lowest original issue price per unit of the Series B Units. The underlying Series B Units can be then converted into Common Units on a one-for-one basis. Please refer to Note 13. Related Party Loans and Convertible Notes for additional information. Upon the consummation of the IPO, the Convertible Notes were fully converted into Class B common stock and no longer outstanding.

21. Related Party Transactions

Services agreement

In 2017, the Company entered into an amended services agreement with Winklevoss Capital Management, LLC (“WCM”), a related party through common ownership, for WCM to provide management and consulting services to the Company (the “Services Agreement”). In exchange for these services, the Company incurs a fee based on an allocation of WCM employee compensation proportional to WCM employee time spent providing services to the Company. The Company incurred expenses of $0.6 million and $0.8 million under this agreement during the three and nine months ended September 30, 2025, respectively, and didnot incur any expenses in 2024. These expenses were classified as General and administrative on the condensed consolidated statements of operations and comprehensive loss. There were no outstanding balances related to WCM included in Accrued expenses as of September 30, 2025 and December 31, 2024, respectively, on the condensed consolidated balance sheets. The agreement with WCM for management and consulting services was terminated in August 2025. No further expenses were incurred and no further payments were made pursuant to these agreements.

Computer services and storage facilities

In 2017, the Company entered into an agreement with Elysian Networks, LLC (“Elysian”), a related party through common ownership, for Elysian to provide equipment leasing, cloud based servers, data storage and computer processing services to the Company. The Company incurred expenses of $0.5 million and $0.7 million under this agreement during the three and nine months ended September 30, 2025, respectively and $0.1 million and $0.7 million under this agreement during the three and nine months ended September 30, 2024, respectively. These expenses were classified as Technology on the condensed consolidated statements of operations and comprehensive loss. Outstanding balances related to Elysian of $0 and less than $0.1 million were included in Accrued expenses as of September 30, 2025 and December 31, 2024, respectively, on the condensed consolidated balance sheets. The agreement with Elysian was terminated in August 2025. No further expenses will be incurred and no further payments will be made pursuant to these agreements.

In 2017, the Company entered into an agreement with Salient Systems, LLC (“Salient”), a related party through common ownership, for Salient to provide data center leased space, cloud based computing and internet connectivity services to the Company. The Company did not incur any expenses and ended its agreement with Salient during the year ended December 31, 2024.

Related party revenue

WCF, a related party through common ownership, accounted for $0.7 million and $1.9 million of the Company’s revenue during the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.6 million of the Company's revenue during the three and nine months ended September 30, 2024, respectively. WCF accounted for $0.2 million of the Company’s Accounts receivable, net as of both September 30, 2025 and December 31, 2024, respectively.

Related party loans

Refer to Note 13. Related Party Loans and Convertible Notes.