Gemini Space Station, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
GEMI$2.46+2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0002055592-25-000009
Item Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0002055592-26-000050
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (90)
Current report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Current report
Our mission is to build the bridge to the future of money and markets. Gemini is a trusted cryptocurrency platform building secure financial infrastructure for the next generation of money and markets, providing access for individuals and institutions to a financial future that is more open, fair, and secure.
Current report
Our core exchange product has expanded over time to become a more comprehensive platform that enables users to engage with the cryptoeconomy and markets across a broad range of products and services. Our products and services include a derivatives exchange, staking services, spot margin trading services, an OTC trading desk, institutional-grade custody, a New York Department of Financial Services (“NYDFS”)-regulated stablecoin, a U.S.-based credit card program, and a prediction markets platform. We are building Gemini as an integrated platform with shared infrastructure for both money and markets and we intend to serve our users through a unified, multi-product experience.
Current report
In December 2025, we launched Gemini Predictions, a regulated prediction markets platform operated by our DCM affiliate and wholly-owned subsidiary, Gemini Titan, LLC (“Gemini Titan”), allowing eligible customers to trade binary event contracts on the outcomes of specified future events. This product expands our suite of trading offerings and leverages our regulatory approval from the CFTC to provide event-based derivatives alongside our existing crypto trading services. In February 2026, we announced plans to exit and wind down operations in certain international markets, including the United Kingdom, the European Union and other European jurisdictions, and Australia (the “Restructuring”). See Note 4. Restructuring Activitiesto our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current report
Expanding Assets and Markets
Current report
Results of Operations
Current report
The following table presents the components of our Condensed Consolidated Statements of Operations data in dollars and as a percentage of total revenue:
Current report
Comparison of Components of Results of Operations for the Three Months Ended March 31, 2026 and 2025
Current report
Exchange revenue decreased by $6.4 million, or 27%, for the three months ended March 31, 2026, primarily driven by a $7.7 million decrease in retail revenue, partially offset by a $1.3 million increase in institutional revenue.
Current report
Retail revenue decreased by $7.7 million, or 34%, primarily driven by a $6.3 million decline associated with a 28% reduction in retail trading volume. In addition, retail revenue was negatively impacted by $1.1 million due to unfavorable changes in trading mix, reflecting a higher proportion of trading pairs and order types with lower fee rates, as well as a $0.3 million decrease in withdrawal fees.
Current report
Institutional revenue increased by $1.3 million for the three months ended March 31, 2026, primarily due to a $1.8 million decrease in incentive credits provided to market makers, reflecting higher net trading fees. This increase was partially offset by a $0.6 million decline in institutional revenue associated with a 57% decrease in institutional trading volume.
Current report
OTC revenue increased by $6.2 million, or 4803%, for the three months ended March 31, 2026, primarily driven by increased activity from a small number of large institutional clients, including several high-value trades during the period. These transactions were driven by opportunistic, client-driven demand and may not recur at similar levels in future periods. The increase was further supported by continued growth in the Company’s electronic OTC (eOTC) offering, including expansion of its API client base and increased engagement from existing institutional counterparties.
Current report
Prediction markets revenue increased driven by the launch of Gemini Predictions in December 2025, which introduced a new source of revenue and contributed approximately $0.4 million of revenue for the three months ended March 31, 2026.
Current report
For the three months ended March 31, 2026, other transaction revenue decreased by $0.3 million, or 59%, primarily due to the wind-down of our NFT business following our January 2026 decision to discontinue these activities amid continued market weakness. The remaining revenue in this category primarily reflects interest income and fees from spot margin trading services, which partially offset the decline but remain immaterial.
Current report
Credit card revenue increased by $11.0 million, or 292%, for the three months ended March 31, 2026, primarily driven by continued growth in the Gemini Credit Card user base and increased cardholder activity, which contributed to higher transaction volumes and revenue. The expansion of the cardholder base over time, including higher sign-ups in recent periods, supported this growth.
Current report
Staking revenue decreased by $1.0 million, or 31%, for the three months ended March 31, 2026, primarily due to lower levels of staking activity, decreases in staked asset volumes, and general price depreciation across supported tokens.
Current report
Advisory fee revenue for the three months ended March 31, 2026, increased due to an advisory services agreement with a strategic customer introduced in the third quarter of 2025. Under this arrangement, we provide advisory services and receive warrants as consideration. Revenue is recognized over time as services are being provided based on the fair value of the warrants at grant date. This arrangement contributed approximately $2.7 million of revenue for the three months ended March 31, 2026.
Current report
Custodial fee revenue did not change materially for the three months ended March 31, 2026.
Current report
Other services revenue for the three months ended March 31, 2026, increased primarily due to the introduction of new onchain offerings, including integrations and token listing services. These services generated approximately $0.4 million in revenue as we expanded our ecosystem partnerships and provided technical support for new token launches. Given the project-based nature of these services, revenue may fluctuate from period to period depending on the size of integration or listing engagements.
Current report
There was no material change in Other revenue for the three months ended March 31, 2026.
Current report
Interest income increased by $0.4 million, or 16%, for the three months ended March 31, 2026, primarily driven by an increase in interest income on higher customer deposits.
Current report
Corporate interest increased by $1.5 million for the three months ended March 31, 2026, primarily driven by higher interest earned on operating accounts as a result of higher average cash balances throughout the year.
Current report
Salaries and compensation expenses increased by $31.2 million, or 91%, for the three months ended March 31, 2026, primarily driven by a $22.7 million increase in stock-based compensation related to equity awards issued in connection with the IPO. Stock-based compensation in the current period was partially reduced by approximately $7.1 million, net of certain accelerated expense for executives, reflecting forfeitures of awards in connection with the reduction in force in February 2026.
Current report
Severance costs increased by $6.5 million in the three months ended March 31, 2026, primarily in connection with the reduction in force affecting approximately 200 employees, including certain officers and directors.
Current report
Employee compensation, excluding stock-based compensation and severance, increased by $1.9 million, or 6%, compared to the three months ended March 31, 2025. This increase was primarily driven by $1.5 million of higher bonuses associated with increased business activity, and $1.0 million of higher payroll taxes related to equity award releases following the IPO. These increases were partially offset by a $0.8 million decrease in employee compensation reflecting the partial impact of the reduction in force announced in February 2026.
Current report
Technology expenses
Current report
Technology expenses increased by $5.4 million, or 32%, for the three months ended March 31, 2026, primarily due to higher cloud computing costs of $6.2 million associated with increased transaction activity and platform growth. These increases were partially offset by a $0.8 million decrease in equipment-related costs and amortization expense and impairment, reflecting the full amortization of certain capitalized technology assets in prior periods.
Current report
General and administrative expenses
Current report
General and administrative expenses increased by $7.7 million, or 55%, for the three months ended March 31, 2026, primarily due to a $5.1 million increase in legal expenses associated with a higher level of legal and regulatory activity, including support for strategic initiatives and other corporate matters. Further contributing to the increase was a $2.6 million rise in professional services to support additional compliance and reporting obligations following the IPO.
Current report
Additional increases included a $1.2 million increase in depreciation, amortization and impairment, primarily related to the impairment of right-of-use assets and fixed assets as a result of the Restructuring. Credit card issuance costs increased $0.8 million from the production and distribution of physical cards, and real estate related expenses increased $0.8 million from new lease arrangements. These increases were partially offset by a $2.8 million decrease in general corporate overhead, primarily reflecting the impact of non-recurring adjustments recognized in the current period related to the wind-down and rationalization of certain international entities.
Current report
Transaction losses increased by $7.0 million, or 169%, for the three months ended March 31, 2026, primarily driven by higher provision for expected credit losses on credit card receivables, which increased by $2.0 million as a result of growth in the credit card portfolio.
Current report
Additionally, transaction losses increased due to $4.1 million of credit card fraud reserve recognized in the current period, reflecting elevated fraud activity.
Current report
Further contributing to the increase was a $0.8 million rise in ACH and other transaction losses, primarily associated with increased transaction volumes.
Current report
Sales and marketing expenses increased by $10.0 million, or 111%, for the three months ended March 31, 2026, primarily driven by a $6.2 million increase in credit card rewards consistent with growth in the credit card user base and higher cardholder spending activity. Further contributing to the increase was a $2.9 million rise in marketing acquisition and brand spend to support targeted customer acquisition and brand awareness efforts, as well as a $1.0 million increase in marketing promotional and referral incentives associated with customer acquisition efforts.
Current report
Transaction processing expenses decreased $0.1 million, or 3%, for the three months ended March 31, 2026, primarily due to a $1.3 million decrease in staking rewards, reflecting lower staking activity and related revenue. In addition, minting and mining-related fees decreased $0.1 million, driven in part by lower average network gas prices, which reduced transaction costs associated with exchange activity. These decreases were partially offset by a $1.0 million increase in processing fees, primarily related to costs associated with newly introduced and expanded products, including clearing fees for prediction markets activity and fees paid to market makers. Banking and compliance service fees also increased by $0.2 million.
Current report
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged
Current report
Realized and unrealized loss on crypto assets and receivable, crypto assets pledged decreased $28.0 million, or 22% for the three months ended March 31, 2026. This change was driven by both higher realized gains and higher unrealized losses. Realized gains increased primarily due to higher loan repayments of borrowed crypto assets. In addition, declines in BTC and ETH prices during the year resulted in higher unrealized losses on crypto assets held compared to the prior year.
Current report
Realized and unrealized gain (loss) on related party crypto loans
Current report
Realized and unrealized gain on related party crypto loans decreased by $8.9 million, or 9% for the three months ended March 31, 2026, primarily driven by higher realized losses from increased loan repayment volumes relative to the prior year. This is offset by larger unrealized gains from steeper price declines for the three months ended March 31, 2026 compared to the same period in 2025.
Current report
Change in fair value on related party convertible notes and related party loans
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Removed paragraphs (35)
Previous report
Our mission is to unlock the next era of financial, creative, and personal freedom. Gemini envisions a future where crypto will redesign the global financial system, the internet, and money in a way that provides greater choice, independence, and opportunity for all. As a trusted bridge between the traditional financial system and the emerging cryptoeconomy, we are providing access for individuals and institutions to a decentralized future that is more open, fair, and secure.
Previous report
Our core exchange product has expanded over time to become a comprehensive platform for our users to engage with the cryptoeconomy, including a derivatives exchange, staking services, an OTC trading desk, institutional-grade custody, a New York State Department of Financial Services (the “NYDFS”)-regulated stablecoin, a U.S. credit card, and a Web3 studio for NFTs. We support a large variety of crypto assets on our platform, including bitcoin, ether, and stablecoins. Additionally, in June 2025, we made tokenized equities, backed 1:1 by underlying equities, available to Gemini users in the E.U. In August 2025 and October 2025, we launched a co-branded credit card with Ripple and Solana, respectively.
Previous report
2024, we generated total revenue of $24.5 million and $98.9 million, respectively, net income (loss) of $(90.2) million and $(131.6) million, respectively, and Adjusted EBITDA of $(50.7) million and $(18.7) million, respectively.
Previous report
Initial Public Offering and Concurrent Private Placement
Previous report
On September 15, 2025, the Company completed its initial public offering (the “IPO”), in which the Company issued and sold 15,937,501 shares of its Class A common stock at a public offering price of $28.00 per share, which included the exercise in full by the underwriters of their option to purchase an additional 300,565 shares of the Company’s Class A common stock from the Company and 458,364 shares of the Company’s Class A common stock from the selling stockholders. The Company did not receive any proceeds from the sale of shares by the selling stockholders. Net proceeds to the Company from the IPO were $406.3 million after deducting the underwriting discounts and commissions and before deducting offering costs of $15.2 million.
Previous report
Concurrent with the IPO, Nasdaq, Inc. entered into an agreement with us to purchase 1,904,761 shares of our Class A common stock in a private placement at $26.25 per share (the “Concurrent Private Placement”). The gross proceeds to the Company from the Concurrent Private Placement were $50.0 million.
Previous report
(1) See the section below titled “Adjusted EBITDA” for a reconciliation of net income (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Previous report
Expanding Assets
Previous report
International Expansion
Previous report
Our future growth depends in part on our ability to expand into new markets and jurisdictions. Expansion of our product offerings and user base into new geographies will require increased costs related to marketing, legal expenses and localization of product features.
Previous report
Components of Results of Operations
Previous report
Revenue includes Net revenue, which comprises of Transaction revenue and Services revenue, Other revenue and Revenue not from contracts with customers.
Previous report
Transaction revenue represents transaction fees earned from retail and institutional customers, such as wealth and asset managers, public and private companies, and other entities designated as investment vehicles. The transaction fee varies depending on the value of the transaction and/or the user’s transaction volume processed over the previous thirty-day period. Instant orders incur a convenience fee that is typically calculated at a rate around 50 basis points above the market price. In certain instances, the transaction fee can be collected in crypto assets, primarily bitcoin and ether, with revenue measured based on the fair value of the underlying crypto assets at the time of the transaction. All crypto assets received as payment are either exchanged for fiat or maintained in Company wallets for operational or other purposes.
Previous report
Transaction revenue also includes revenue from our OTC trading desk and other transaction revenue such as revenue earned from customers using our digital art auction platform, Nifty Gateway and tokenized equity fees.
Previous report
Services revenue includes credit card revenue, staking revenue, advisory fee revenue, custodial fee revenue and other services revenue.
Previous report
Credit Card Revenue: We offer a credit card that provides users with access to an electronic form of payment through the Mastercard network. Crypto asset rewards are issued to users after each credit card purchase is executed. We record interest, fees and interchange income relating to our credit card within Credit card revenue.
Previous report
Staking Revenue: We offer customers a feature allowing transfers of specific assets for staking and, as a result, the opportunity to receive staking rewards from the associated blockchain network. In exchange for these staking services, we earn a fee from the customer that is calculated based on the amount of crypto assets the customer earns through staking. Staking fees are collected in crypto assets by the Company with the type of asset collected being dependent on which blockchain network the customer is staking assets on: Ether, Solana, or Polygon. Crypto asset revenue is measured based on the fair value of the underlying crypto assets at the time of the transaction.
Previous report
For Ether staking, the Company provides staking services using the staking validators that it controls on its own platform. The Company determined it is the principal in Ether staking transactions as it is the primary party responsible for fulfilling the staking service. As a result, the Company discloses revenue associated with the fees earned on a gross basis.
Previous report
For Solana and Polygon staking, the Company uses a third-party staking validator. The Company is the agent in these staking transactions. The Company does not control the crypto assets before or during the staking process and the Company is not responsible for the fulfillment of staking transactions or the determination of the fees earned by the pool. As a result, the Company discloses revenue associated with the fees earned on a net basis.
Previous report
Advisory Fee Revenue: Revenue from advisory services consists of fees earned for providing investment strategy, asset management, and general advisory support to customers. As part of certain arrangements, we receive warrants or other equity-linked instruments as non-cash consideration. Revenue related to these warrants is recognized over time as the associated performance obligation is satisfied, based on the grant-date fair value of the warrants.
Previous report
Custodial Fee Revenue: We provide a proprietary cold storage system to users that is used to securely store crypto assets offline. In exchange for this service, we earn a fee from the customer, which is based on a contractual percentage of the daily value of assets under custody and accrues each calendar day against the respective crypto asset balance. In certain instances, custody fees can be collected in crypto assets, primarily bitcoin and ether, with revenue measured based on the fair value of the underlying crypto assets at the time of the transaction.
Previous report
Other Services Revenue: We provide onchain and platform-related services, including smart contract integration, token listing and evaluation services, and other technology or infrastructure support to customers and ecosystem partners. These services are recognized as revenue upon completion of the related performance obligations, which may include the successful deployment of onchain contracts, technical integrations, or completion of listing-related deliverables.
Previous report
Other revenue consists primarily of ancillary fees and services.
Previous report
Revenue not from contracts with customers includes Interest income and Corporate interest. Interest income includes interest earned on customer custodial funds that are held at third-party banks and earn interest. Corporate interest includes interest earned on cash and cash equivalents, restricted cash and restricted cash equivalents. Interest income is included within Net revenue and Corporate interest is included within Other revenue, respectively, on the consolidated statements of operations and comprehensive loss included in our financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous report
Operating expenses consist of salaries and compensation, technology, general and administrative, transaction losses, sales and marketing, and transaction processing.
Previous report
Salaries and compensation expenses include costs incurred for employee remuneration during a specific period. It includes salaries, wages, bonuses, commissions and other forms of compensation, such as stock-based compensation and, historically, profit interest units. Additionally, it captures related expenses like payroll taxes, benefits (i.e.,health insurance, retirement contributions), and other financial incentives provided to employees.
Previous report
Technology
Previous report
Technology expense includes royalties, software licenses, and equipment costs related to operating and maintaining our exchange platform and other business lines.
Previous report
General and Administrative
Previous report
General and administrative expenses include legal, finance, compliance, human resources, executive, and other support operations. We expect general and administrative expenses to continuously grow in parallel with the growth of the business. In addition, as a public company, we expect to continue to incur additional general and administrative expenses related to compliance and reporting obligations required for public companies.
Previous report
Transaction losses are expenses relating to canceled or unfunded deposit transactions from retail users. These losses typically arise when a user’s ACH deposit is prefunded or advanced by us and subsequently canceled by the user after execution of the trade but before the advanced deposit is sufficiently funded. If we are unable to collect and retain the ACH deposits associated with canceled or unfunded transactions, we incur a loss in the amount by which the uncollected deposit exceeds the fair value of the asset purchased in the associated trade, if any. Transaction losses also include provisions for credit losses associated with our credit card receivables. Other instances that result in transaction losses include unauthorized debits to user accounts and token processing defects and settlement errors.
Previous report
Sales and marketing expenses include costs related to advertising and marketing programs, and credit card crypto asset rewards. Sales and marketing costs are expensed as incurred.
Previous report
Transaction processing expense includes costs incurred to operate and monitor our exchange platform and other business lines. These costs include account payment processing fees, mining fees, and fees paid to other financial institutions for user transaction activity.
Previous report
Other income (expense) includes gains and losses on investments, net, which consists primarily of unrealized gains and losses from investment fair value adjustments.
Previous report
Income tax benefit (provision) includes income taxes related to U.S. federal and state income taxes as well as foreign jurisdictions. As we continue to grow into additional foreign jurisdictions, we expect our overall tax provision to increase.
Reworded paragraphs (23)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto for the year ended December 31, 2024 included in a final prospectus, dated September 11, 2025 (the “Prospectus”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
Gemini was founded in 2014 to be the most trusted, secure, and easy way to buy, sell, and store crypto assets. As of September 30, 2025, we serve approximately 587,000 MTUs and approximately 10,000 institutions in over 60 countries, with over $21.3 billion of assets on our platform.
Current wording
Gemini was founded in 2014 to be the most trusted, secure, and easy way to buy, sell, and store crypto assets. As of March 31, 2026, we served approximately 589,000 MTUs with over $11.1 billion of assets on our platform.
Previous wording
For the three and nine months ended September 30, 2025, we generated total revenue of $50.6 million and $119.2 million, respectively, net income (loss) of $(159.5) million and $(442.0) million, respectively, and Adjusted EBITDA of $(52.4) million and $(165.8) million, respectively. For the three and nine months ended September 30,
Current wording
For the three months ended March 31, 2026 and 2025, we generated total revenue of $50.3 million and $35.3 million, respectively, net income (loss) of $(109.0) million and $(149.3) million, respectively, and Adjusted EBITDA of $(59.9) million and $(61.6) million, respectively.
Previous wording
We monetize the products and services offerings on our platform through fees. Fee revenues are predominantly transaction-related fees on trade volume for our exchange and OTC platforms, but also include custody fees, withdrawal fees, credit card fees, advisory fees, and marketplace fees in Nifty Gateway Studio. Our total revenue is largely generated from transaction fees earned on volume-based trades across retail and institutional users on our exchange. For three and nine months ended September 30, 2025, exchange revenue represented 49.7% and 57.8% of our total revenue, respectively, of which approximately 90% and 93% was generated from retail investors, respectively. For three and nine months ended September 30, 2024, exchange revenue represented 57.1% and 65.6% of our total revenue, respectively, of which approximately 94% and 93% was generated from retail investors, respectively. Interest income is derived from USD-denominated assets we hold on our balance sheet that back our GUSD stablecoin.
Current wording
We monetize the products and services offerings on our platform primarily through fee-based revenue. Fee revenues are predominantly transaction-related fees on trade volume for our exchange and OTC platforms. In addition, we also earn revenue from custody services, withdrawal fees, credit card fees and advisory fees. A substantial portion of our total revenue is generated from transaction fees earned on volume-based trades across retail and institutional users on our exchange. For the three months ended March 31, 2026 and 2025, exchange revenue represented 34.2% and 66.6% of our total revenue, respectively. Retail investors accounted for approximately 87% and 96% of exchange revenue for the three months ended March 31, 2026 and 2025, respectively. Interest income is derived from USD-denominated assets we hold on our balance sheet that back our GUSD stablecoin.
Previous wording
We define an MTU as any retail or institutional user who has engaged in any revenue-generating activity or whose account otherwise generated revenue for the Company in the trailing thirty days, including transacting on our spot or derivatives exchange, holding a digital asset or fiat balance in a Gemini exchange account that generates revenue for the Company, holding a digital asset balance in a Gemini Custody account, holding a balance in our pooled Staking product, making a transaction or holding a balance on the Gemini Credit Card, or completing a fiat (wire) or digital asset withdrawal from our platform. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets.
Current wording
We define an MTU as any retail or institutional user who has engaged in any revenue-generating activity or whose account otherwise generated revenue for the Company in the trailing thirty days, including transacting on our spot or derivatives exchange or on Gemini Predictions, holding a digital asset or fiat balance in a Gemini exchange account that generates revenue for the Company, holding a digital asset balance in a Gemini Custody account, holding a balance in our pooled Staking product, making a transaction or holding a balance on the Gemini Credit Card, or completing a fiat (wire) or digital asset withdrawal from our platform. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets.
Previous wording
We view MTUs as a core indicator of platform engagement and overall business health, and MTUs also serve as a top-of-funnel metric in our internal financial forecasting processes. MTUs directly correlate with other key performance indicators, such as Trading Volume, and revenue, particularly because transaction-based fees represent the majority of our revenue. For example, for the three and nine months ended September 30, 2025, approximately 52.0% and 59.8%, respectively, of our revenue was derived from transaction fees. As MTUs increase, we generally experience increased transaction activity, which leads to increased fee-based revenue. In turn, this generally supports higher gross margin and contributes to increases in net income. We also use MTUs to help evaluate the performance of our growth initiatives, including our efforts to acquire new retail and institutional users, expand internationally, and broaden the number and type of crypto assets supported on our platform.
Current wording
We view MTUs as an indicator of platform engagement and overall business health, and MTUs also serve as a top-of-funnel metric in our internal financial forecasting processes. MTUs directly correlate with other key performance indicators, such as Trading Volume, and revenue, particularly because transaction-based fees represent the majority of our revenue. For example, for the three months ended March 31, 2026, approximately 48.0% of our revenue was derived from transaction fees. As MTUs increase, we generally experience increased transaction activity, which leads to increased fee-based revenue. In turn, this generally supports a higher gross margin and contributes to increases in net income. We also use MTUs to help evaluate the performance of our growth initiatives, including our efforts to acquire new retail and institutional users and broaden the number and type of crypto assets supported on our platform.
Previous wording
MTUs may overstate the number of unique users due to differences in product architecture or user behavior. For instance, regarding product architecture, our platform includes distinct products, such as our core exchange and Nifty Gateway, that utilize separate account structures and store user data in separate databases. While we seek to identify overlapping users across these products by cross-referencing shared information (e.g., email addresses), a single user who registers on both the exchange and Nifty Gateway using different credentials could be counted as two MTUs. Relatedly, regarding user behavior, our metrics may result in overstatement where a user intentionally or inadvertently maintains multiple accounts using different email addresses, phone numbers, or usernames. For illustrative purposes, a single user who creates one account on our exchange and another on Nifty Gateway with separate email addresses may be counted as two MTUs if the overlap is not detected. While we actively monitor for duplicate, fraudulent, or spam accounts and exclude those from our key metrics, we may not fully eliminate all duplication among legitimate users. See “Risk Factors — General Risk Factors — Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Current wording
MTUs may overstate the number of unique users due to differences in product architecture or user behavior. For instance, regarding product architecture, our platform includes distinct products that utilize separate account structures and store user data in separate databases. While we seek to identify overlapping users across these products by cross-referencing shared information (e.g., email addresses), a single user who registered on, for example, both the exchange and Nifty Gateway using different credentials could have been counted as two MTUs. Relatedly, regarding user behavior, our metrics may result in overstatement where a user intentionally or inadvertently maintains multiple accounts using different email addresses, phone numbers, or usernames. While we actively monitor for duplicate, fraudulent, or spam accounts and exclude those from our key metrics, we may not fully eliminate all duplication among legitimate users. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Previous wording
Overall, we believe MTUs provide a meaningful measure of the breadth of active user engagement with our products, and we use this metric, among others, to evaluate the effectiveness of our user acquisition, product expansion, and engagement strategies.
Current wording
Overall, we believe MTUs provide a measure of the breadth of active user engagement with our products, and we use this metric, among others, to evaluate the effectiveness of our user acquisition, product expansion, and engagement strategies.
Previous wording
MTUs presented for the end of a quarter represent the MTUs as of the last day of the respective quarter. MTUs presented as of the end of a year represent the MTUs as of the last day of that year.
Current wording
MTUs presented for a quarter represent the MTUs as of the last day of the respective quarter.
Previous wording
LTUs, like MTUs, may be subject to overstatement due to duplicate accounts or product architecture. For example, a user who maintains separate accounts across Gemini Exchange and Nifty Gateway, or who re-registers with different credentials, may be counted more than once. While we actively monitor for and remove duplicate, fraudulent, or spam accounts, our reported LTUs may not fully eliminate all duplication. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Current wording
LTUs, like MTUs, may be subject to overstatement due to duplicate accounts or product architecture. For example, a user who maintains separate accounts across Gemini products, or who re-registers with different credentials, may be counted more than once. While we actively monitor for and remove duplicate, fraudulent, or spam accounts, our reported LTUs may not fully eliminate all duplication. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Previous wording
We define Card Sign-Ups as the cumulative number of approved applications for the Gemini Credit Card in the relevant period. Card Sign-Ups include customers who have been approved to open an account, regardless of whether they have subsequently activated or used their card.
Current wording
We define Card Sign-Ups as the cumulative number of approved applications for the Gemini Credit Card in the relevant period. Card Sign-Ups include customers who have been approved to open an account, regardless of whether they have subsequently activated or used their card or whether the account later remains open.
Previous wording
Card Sign-Ups represent the breadth of adoption of the Gemini Credit Card and reflect the effectiveness of our acquisition efforts. We view Card Sign-Ups primarily as a leading indicator of future card revenue, including interchange revenue, receivables, and crypto rewards engagement. While not all approved applicants immediately activate or use their cards, higher levels of Card Sign-Ups expand the addressable base of potential Cards Issued. We define Cards Issued as the cumulative number of credit cards that have been issued and remain open during the relevant period. This metric represents any open credit line for an account.
Current wording
We believe that Card Sign-Ups represent the breadth of adoption of the Gemini Credit Card and reflect the effectiveness of our acquisition efforts. We view Card Sign-Ups as an indicator of potential future card revenue, including interchange revenue, receivables, and crypto rewards engagement. While not all approved applicants activate or use their cards, higher levels of Card Sign-Ups expand the addressable base of Open Card Accounts. We define Open Card Accounts as the cumulative number of Gemini Credit Card accounts with an open credit line as of the end of the applicable period. Open Card Accounts is intended to capture the number of card accounts that remain open and helps reflect the impact of subsequent account closures, including customer-requested closures and closures by Gemini for suspected or confirmed fraud, failure to satisfy card program eligibility requirements, or other risk-management, compliance, or administrative reasons.
Previous wording
Card Sign-Ups do not directly measure cardholder activity, as not all approved applicants activate or use their cards. Accordingly, growth in Card Sign-Ups should be evaluated together with Cards Issued, transaction volume, and related receivables to provide a comprehensive view of card program performance.
Current wording
Card Sign-Ups do not directly measure cardholder activity, as not all approved applicants activate or use their cards. In addition, because Card Sign-Ups include approved accounts regardless of subsequent account status, Card Sign-Ups may be subject to overstatement. Accordingly, growth in Card Sign-Ups should be evaluated together with Open Card Accounts, transaction volume, and related receivables to provide a comprehensive view of card program performance. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Previous wording
Generally, Trading Volume on our platform is primarily influenced by the price of crypto assets, crypto asset volatility, and macroeconomic conditions. In periods of high crypto asset prices and crypto asset volatility, we have experienced correspondingly high levels of Trading Volume on our platform. We expect that our Trading Volume in future periods will depend on the relative availability and adoption of bitcoin, ether, and other crypto assets.
Current wording
Generally, Trading Volume on our platform is primarily influenced by the price of crypto assets, crypto asset volatility, and macroeconomic conditions. In periods of high crypto asset prices and crypto asset volatility, we have experienced correspondingly high levels of Trading Volume on our platform. We expect that our Trading Volume in future periods will depend on the relative availability and adoption of bitcoin, ether, XRP, and other crypto assets.
Previous wording
During three and nine months ended September 30, 2025 and 2024, no asset other than bitcoin and ether individually represented more than 10% of our Trading Volume. During the three and nine months ended September 30, 2024, no asset other than bitcoin and ether individually represented more than 10% of our transaction revenue. For the nine months ended September 30, 2025, no other asset other than bitcoin, ether or XRP individually represented more than 10% of our transaction revenue
Current wording
During the three months ended March 31, 2026 and 2025, no asset other than bitcoin and ether individually represented more than 10% of our Trading Volume. During the three months ended March 31, 2026, no asset other than bitcoin and ether individually represented more than 10% of our exchange revenue. During the three months ended March 31, 2025, no asset other than bitcoin, ether and XRP individually represented more than 10% of our exchange revenue.
Previous wording
Historically, we have derived a material portion of our Assets on Platform from the storage of bitcoin and ether. As of September 30, 2025, bitcoin, ether, and other crypto assets represented 67.6%, 21.1%, and 8.5% of Assets on Platform, respectively, and customer custodial fiat assets represented 2.8% of Assets on Platform. As of September 30, 2024, bitcoin, ether, and other crypto assets represented 64.4%, 21.2%, and 11.4% of Assets on Platform, respectively, and customer custodial fiat assets represented 3.0% of Assets on Platform.
Current wording
Historically, we have derived a material portion of our Assets on Platform from the storage of bitcoin and ether. As of March 31, 2026, bitcoin, ether, and other crypto assets represented 63.1%, 18.9%, and 13.5% of Assets on Platform, respectively, and customer custodial fiat assets represented 4.5% of Assets on Platform. As of March 31, 2025, bitcoin, ether, and other crypto assets represented 74.6%, 12.7%, and 9.2% of Assets on Platform, respectively, and customer custodial fiat assets represented 3.5% of Assets on Platform.
Previous wording
We define Adjusted EBITDA as net income (loss), adjusted to exclude provision for (benefit from) income taxes, interest expense, depreciation and amortization, stock-based compensation expense, impairment, non-recurring legal contingencies, settlement and related costs, change in fair value on related party convertible notes, change in fair value on related party loans, and unrealized foreign exchange loss (gain).
Current wording
We define Adjusted EBITDA as net income (loss), adjusted to exclude provision for (benefit from) income taxes, interest expense, depreciation and amortization, stock-based compensation expense, impairment, restructuring charges, non-recurring legal contingencies, settlement and related costs, change in fair value on related party convertible notes, change in fair value on related party loans, gain on conversion of convertible notes and term loans, and unrealized foreign exchange loss (gain).
Previous wording
Management believes that Adjusted EBITDA, which is a measure not presented in accordance with GAAP, provides investors with additional useful information in evaluating our performance. We use this non-GAAP measure internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results and that this measure is useful for period-to-period comparisons of results. Management also believes that providing this non-GAAP measure helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.
Current wording
Management believes that Adjusted EBITDA, which is a measure not presented in accordance with GAAP, provides investors with additional useful information in evaluating our performance. We use this non-GAAP measure internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results and that this measure is useful for period-to-period comparisons of results. Management also believes that providing this non-GAAP measure helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. In addition, on February 5, 2026, the Company announced its plans to wind down operations in the United Kingdom, European Union, other European jurisdictions, and Australia. As such, beginning with this quarter, Adjusted EBITDA also excludes related restructuring charges, which primarily relate to workforce reductions, lease exit costs, and other actions taken to streamline our operations and that we believe are unusual in nature and/or infrequent in occurrence and are not indicative of our ongoing operating activities.
Previous wording
The following table represents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
Current wording
The following table represents a reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
Previous wording
Our future growth is dependent on our ability to continue to attract and retain users. We retain and grow our user base through offering competitive transaction fees, seamless user experience, robust security, diverse asset and product offerings, and marketing campaigns. We plan to continue investing in marketing initiatives to drive users to our platform and cross-sell additional products and services we provide, such as staking or the Gemini Credit Card. As a result, we expect our sales and marketing expenses to continue to increase in absolute dollars in the future. In any period, our revenues may fluctuate based on our ability to attract and retain users.
Current wording
Our future growth is dependent on our ability to continue to attract and retain users. We seek to retain and grow our user base through offering competitive transaction fees, seamless user experience, robust security, diverse asset and product offerings, and marketing campaigns. We also focus on increasing users and engagement across our platform by cross-selling additional products and services we provide, such as prediction markets, staking or the Gemini Credit Card. We expect to continue investing in sales and marketing initiatives to support user acquisition and engagement, however the level and mix of such investments may vary over time based on market conditions, strategic priorities, and the effectiveness of our marketing strategies. As a result, our sales and marketing expenses may increase in absolute dollars in certain periods. In any period, our revenues may fluctuate based on the level of marketing investments and our ability to attract and retain users.
Previous wording
Our business is subject to oversight by numerous regulatory agencies in the United States and other jurisdictions, and our operating results and continued growth depend in part on our ability to continue to operate in compliance with applicable laws and regulation, as the regulatory environment develops over time. We plan to continue to invest significantly in our finance, legal, compliance, and security functions in order to remain at the forefront of crypto policy initiatives and regulatory trends. We may experience fluctuations in our operating results as a result of regulatory changes or actions that could limit our ability to support new blockchains and crypto assets, onboard users, and offer our products and services across jurisdictions.
Current wording
Our business is subject to oversight by numerous regulatory agencies in the United States and other jurisdictions, and our operating results and continued growth depend in part on our ability to continue to operate in compliance with applicable laws and regulation, as the regulatory environment develops over time. We maintain dedicated finance, legal, compliance, and security functions and continue to allocate resources in order to remain at the forefront of crypto policy initiatives and regulatory trends. We may experience fluctuations in our operating results as a result of regulatory changes or actions that could limit our ability to support new blockchains and crypto assets, onboard users, and offer our products and services across jurisdictions.
Previous wording
Our future growth depends in part on our ability to expand the breadth of crypto assets on our platform. We are actively enhancing our token offerings for both trading and custody services and supporting emerging blockchain protocol features, such as expanding staking capabilities to provide additional yield opportunities for our users. We expect to continue to incur costs in expanding the breadth of our supported crypto assets with the objective of diversifying our revenue streams, capturing increased Trading Volume and transaction revenue, and increasing MTUs.
Current wording
Our future growth depends in part on our ability to expand the breadth of crypto assets and markets available on our platform. We are actively enhancing our token offerings for both trading and custody services and supporting emerging blockchain protocol features, such as expanding staking capabilities to provide additional yield opportunities for our users. The December 2025 launch of Gemini Predictions™ marked our expansion beyond crypto into event contracts, and we continue to evaluate opportunities to offer additional markets, including equities, tokenized securities, and other derivatives, subject to regulatory approval and market demand. We expect to continue to incur costs in expanding supported assets and markets with the objective of diversifying our revenue streams, capturing increased trading volume and transaction revenue, and deepening user engagement.
Previous wording
Our future growth depends in part on our ability to successfully identify acquisition, investment, and partnership opportunities. We have in the past made acquisitions to bring new capabilities to our platform and will continue to explore new acquisition opportunities that we believe are complementary to our platform. Through our strategic venture arm, Gemini Frontier Fund, we expect to continue to evaluate investment opportunities in early-stage crypto projects and startups. We will also continue to explore and enter into strategic partnerships with various companies to scale our business, including, but not limited to, partnerships to increase traffic to our platform and banking and payment processor partnerships, such as our existing partnership with Mastercard. Over the long term, we expect these partnerships will drive an increase in our MTUs and transaction revenue. Any such acquisition, investment or partnership opportunities may add additional costs during the evaluation or transitional phase before any benefits are fully captured or may otherwise affect our operating results in a given period.
Current wording
Our future growth depends in part on our ability to successfully identify acquisition, investment, and partnership opportunities. We have in the past made acquisitions to bring new capabilities to our platform and will continue to explore new acquisition opportunities that we believe are complementary to our platform. Through our strategic venture arm, Gemini Frontier Fund, we expect to continue to evaluate investment opportunities in early-stage crypto projects and startups. We will also continue to explore and enter into strategic partnerships with various companies to scale our business, including, but not limited to, partnerships to increase traffic to our platform and banking and payment processor partnerships, such as our existing partnership with Mastercard. Over the long term, we expect these partnerships will drive an increase in our MTUs and diversify our revenue streams. Any such acquisition, investment or partnership opportunities may add additional costs during the evaluation or transitional phase before any benefits are fully captured or may otherwise affect our operating results in a given period.