Coinbase Global (COIN) 10-K risk factor changes: FY2023 vs FY2022

Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by [removed: categories.* *In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.*][added: categories.]

If such price or volume declines, our business, operating results, and financial condition would be adversely [removed: affected;][added: affected and the price of our Class A common stock could decline.]

Within transaction revenue and subscription and services revenue, a meaningful concentration is from transactions in Bitcoin and Ethereum and [removed: interest income] [added: stablecoin revenue] in connection with USDC, respectively.

[removed: If crypto does not grow as we expect,] [added: Failure to do so could adversely impact] our business, operating results, and financial [removed: condition could be adversely affected;][added: condition.]

[removed: - A] [added: A] particular crypto [removed: asset’s] [added: asset, product or service’s] status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto [removed: asset,] [added: asset or product offering,] we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial [removed: condition;][added: condition.]

[removed: - Loss of a critical banking or insurance relationship could] [added: platform which may] adversely impact our business, operating results, and financial [removed: condition;][added: condition.]

- regulatory changes [added: or scrutiny] that impact our ability to offer certain products or services;

- pricing for [added: or temporary suspensions of] our products and services;

- adding crypto assets to, or removing [removed: from] [added: from,] our platform;

- macroeconomic conditions, including interest [removed: rates] [added: rates, inflation] and [removed: inflation;][added: instability in the global banking system;]

In particular, our subscription and services revenue has grown over [removed: time] [added: time,] with [removed: interest income] [added: stablecoin revenue] received in connection with USDC [removed: is] becoming a more meaningful revenue contributor.

Therefore, our operating results could fluctuate significantly as a result of changes in the demand for our subscription and service offerings, in the demand for USDC, [added: in] the balance of USDC on our platform, in interest rates, and to our ongoing relationships with third parties, such as the issuer of USDC.

We also generate a large portion of total revenue from our subscription and services, and such revenue has grown over time, primarily due to [removed: interest income] [added: stablecoin revenue] growth in connection with USDC.

[removed: The increases in value of certain crypto assets, including Bitcoin, from 2016 to 2017, and then again in 2021,] were followed by a steep decline in 2018 and again in 2022, which [removed: has] adversely affected our net revenue and operating results.

[removed: If] [added: While] the value of crypto [added: assets, including Bitcoin, increased towards the end of 2023, if the value of crypto] assets and transaction volume do not [added: continue to] recover or [removed: further decline,] [added: decline in the future,] our ability to generate revenue may suffer and customer demand for our products and services may decline, which could adversely affect our business, operating results and financial [removed: condition.][added: condition and cause the price of our Class A common stock to decline.]

- unpredictable social media coverage or “trending” of, or other rumors and market speculation [removed: regarding] [added: regarding,] crypto assets;

- regulatory or legislative [removed: changes] [added: changes, scrutiny] and updates affecting the cryptoeconomy;

- interruptions [added: or temporary suspensions or other compulsory restrictions] in [removed: service] [added: products or services] from or failures of major crypto platforms;

- [added: instability in the global banking system and the] level of interest rates and inflation;

In the event that the price of crypto assets or the demand for trading crypto assets decline, our business, operating results, and financial condition would be adversely [removed: affected.][added: affected and the price of our Class A common stock could decline.]

While we support a diverse portfolio of crypto assets for trading, staking and custody, our net revenue is concentrated in a limited number of areas, such as transactions in Bitcoin and Ethereum for transaction revenue and [removed: interest income] [added: stablecoin revenue] in connection with USDC for subscription and services revenue.

[removed: For the year ended December 31,] [added: Since] 2022, we [added: have] derived a more meaningful amount of our net revenue from [removed: interest income,] [added: subscription and services revenue,] primarily [added: due to stablecoin revenue] in connection with USDC, than we have historically.

For the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we derived a meaningful amount of our net revenue from transaction fees generated in connection with the purchase, sale, and trading of Bitcoin and Ethereum; these trading pairs drove approximately [removed: 55%] [added: 54%] and [removed: 45%] [added: 55%] of total Trading Volume on our platform during these periods, respectively.

[removed: Moreover, during 2022,] [added: While] the value of Bitcoin and Ethereum [removed: declined steeply and] [added: moderately recovered in 2023,] if the value of Bitcoin and Ethereum do not [added: continue to] recover or [removed: further decline,] [added: decline in the future,] our business and operating results could be adversely affected.

[removed: - the reduction in mining rewards of Bitcoin, including block reward halving events, which are] events that occur after a specific period of time and reduces the block reward earned by miners;

- the [removed: launch of Ethereum 2.0, including the] migration of Ethereum to a proof-of-stake model;

- [removed: regulatory or] [added: regulatory,] legislative [added: or other compulsory or informal] restrictions or limitations on Bitcoin or Ethereum lending, mining or staking activities;

Moreover, our subscription and services revenue has grown over time, including [removed: interest income] [added: stablecoin revenue] received in connection with USDC.

If the issuer of USDC fails to provide certain operational services, our ability to maintain our current level of offerings and customer experience for USDC could be [removed: harmed.][added: harmed and interest or confidence in USDC could be impacted.]

Moreover, we may be delayed, or not be successful, in achieving the objectives that we [removed: anticipated] [added: anticipate] as a result of such strategic [removed: relationship.][added: relationships.]

The level of prevailing short-term interest rates affects our profitability because we derive a large portion of our revenue from interest earned from funds deposited with us by our customers which we hold on their behalf in custodial accounts at banks and from [added: stablecoin revenue, which is derived from] interest [removed: income] earned [removed: in connection with USDC.][added: on USDC reserve balances.]

Higher interest rates increase the amount of interest income [added: and stablecoin revenue] earned from these activities.

Further, because [removed: interest income, particularly] [added: stablecoin revenue] from [removed: USDC,] [added: USDC] has become an increased portion of our subscription and services revenue, if interest rates were to significantly decline from levels reached in [removed: 2022,] [added: the current interest rate environment,] our net revenue could decline.

Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or crypto companies, whether or not we are directly impacted, could lead to a general loss of customer confidence in the cryptoeconomy or in the use of technology to conduct financial transactions, which could negatively impact us, including the market perception of the effectiveness of our security measures [removed: and technology infrastructure.]

Further, there has been an increase in such threat actor activities as a result of the [removed: coronavirus or COVID-19, pandemic.][added: increased prevalence of hybrid and remote working arrangements in recent years.]

Although we maintain insurance coverage, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions [added: or data theft and loss] from such events.

[removed: Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, federal government contractors, trust] companies, securities, derivative transactions and markets, broker-dealers and alternative trading systems (“ATS”), commodities, credit, crypto asset custody, exchange, and transfer, cross-border and domestic money and crypto asset transmission, [removed: consumer and] commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.

Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, [added: generative artificial intelligence (“AI”)] and related technologies.

To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on [added: or temporary or permanent suspensions of] our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

[removed: In] [added: Presently, and in] the [removed: near] future, various governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the cryptoeconomy generally, and crypto asset platforms in particular.

The market price of our Class A common stock could decline, and you could lose part or all of your investment due to any of these risks.*

The increases in value of certain crypto assets, including Bitcoin, from 2016 to 2017, and then again in 2021,

- adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting cryptoeconomy participants;

During 2022, the value of Bitcoin and Ethereum declined steeply.

- the reduction in mining rewards of Bitcoin, including block reward halving events, which are

- adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting cryptoeconomy participants;

In evaluating counterparties in connection with partnerships, collaborations, joint ventures or strategic alliances, we consider a wide range of economic, legal and regulatory criteria depending on the nature of such relationship, including the counterparties’ reputation, operating results and financial condition, operational ability to satisfy our and our customers’ needs in a timely manner, efficiency and reliability of systems, certifications costs to us or to our customers, and licensure and compliance status.

Despite this evaluation, third parties may still not meet our or our customers’ needs which may adversely affect our ability to deliver products and services to customers, may adversely impact our business, operating results, and financial condition.

and technology infrastructure.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, federal government contractors, trust

For example, in April 2023, the SEC reopened a comment period for amendments to Rule 3b-16 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could subject several cryptoeconomy participants and systems to registration or other operational compliance requirements under the Exchange Act.

If the SEC’s proposed amendment is adopted in its current form, we, along with other cryptoeconomy participants, could face significant additional uncertainty and risk of increased operational costs.

In September 2023, the New York Department of Financial Services (“NYDFS”) proposed new guidance regarding the policies and procedures required for virtual currency business entities licensed in New York, such as Coinbase, Inc. This guidance and other applicable state law guidance regarding virtual currency business activity could result in changes to our business in such states as well as the risk of increased operational costs and the risk of enforcement actions.

If we are unable to comply with any new requirements, our ability to offer our products and services in their current form may be adversely affected.

Additionally, under recommendations from the Financial Crimes Enforcement Network (“FinCEN”), and the Financial Action Task Force (“FATF”), the United States and

In October 2023, FinCEN released a proposed rule that identifies virtual currency “mixing” as a class of transactions of primary money laundering concern and imposes heightened recordkeeping and reporting obligations for financial institutions with respect to those transactions.

Moreover, our products and services incorporate digital engagement, including recommendations, incentives, notifications, educational content and relevant news.

Legislators and regulators in jurisdictions in which

we operate have solicited comment from the public or proposed or adopted laws or regulations relating to the use of gamification, predictive analytics or other digital engagement features or practices in various products and services, including potential conflicts of interest that may arise as a result of such practices.

If such laws or regulations are adopted in jurisdictions in which we operate and deemed to apply to the products and services we offer, we could be required to change the way we market our offerings and interact with existing and prospective customers or modify certain features contained within our products and services, any of which could adversely impact our business, operating results and financial condition.

For example, in June 2023, the SEC filed a complaint in the U.S. District Court for the Southern District of New York against us and Coinbase, Inc. alleging that (i) Coinbase, Inc. has acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc. has offered and sold securities without registering its offers and sales in

violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) we are liable for the alleged violations as an alleged control person of Coinbase, Inc. (the “June 2023 SEC Complaint”).

A significant number of decentralized

New

In June 2023, the SEC filed the June 2023 SEC Complaint, in connection with which the SEC is seeking, among other relief, injunctive relief, disgorgement, and civil money penalties, and we and Coinbase, Inc. subsequently filed an answer to the June 2023 SEC Complaint.

In August 2023, we and Coinbase, Inc. also filed a motion for judgment on the pleadings.

In October 2023, the SEC filed its response and we and Coinbase, Inc. filed our reply.

Oral argument took place on January 17, 2024.

The impact of the litigation relating to the June 2023 SEC Complaint, including the costs, timing, results and other potential consequences thereof, are unknown at this time.

An adverse resolution of the June 2023 SEC Complaint could have a material impact on our business, operating results and financial condition.

Furthermore, in June 2023, we and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. (the “State Staking Actions”).

In July 2023, we and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case pending final adjudication of the matters.

In October 2023, we and Coinbase, Inc. entered into a similar agreement with the Maryland state securities regulator.

The scope, determination, and impact of claims, lawsuits,

For example, disruptive technologies such as generative AI may fundamentally alter the use of our products or services in unpredictable ways.

substantial expenditures, take considerable time, and ultimately may not be successful.

The legal test for determining whether any given crypto asset, product or service is a security was set forth in the 1946 Supreme Court case *SEC v.

W.J. Howey Co.* and requires a highly complex, fact-driven analysis.

The SEC has also recently brought enforcement actions and entered into settlements with numerous cryptoeconomy participants alleging that certain digital assets are securities, including the June 2023 Complaint.

These statements, framework and enforcement actions are not rules or regulations of the SEC and are not binding on the SEC.

Risk Factors Summary

Consistent with the foregoing, our business is subject to a number of risks and uncertainties, including those risks discussed at length below.

These risks include, among others, the following, which we consider our most material risks:

- Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto;

- Our total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on our platform.

- Our net revenue may be concentrated in a limited number of areas.

If revenue from these areas declines and is not replaced by new demand for crypto assets or other products and services, our business, operating results, and financial condition could be adversely affected;

- We have in the past, and may in the future, enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties.

If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, our business, operating results, and financial condition could be adversely affected;

- Interest rate fluctuations could negatively impact us;

- The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate.

- Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition;

- We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition;

- We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively;

- We compete against a growing number of decentralized and noncustodial platforms and our business may be adversely affected if we fail to compete effectively against them;

- As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering;

- We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, and operating results;

- If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely impact our business, operating results, and financial condition;

- We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers;

- Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely impact our brand and reputation and our business, operating results, and financial condition;

- Our failure to safeguard and manage our and our customers’ fiat currencies and crypto assets could adversely impact our business, operating results, and financial condition; and

- The theft, loss, or destruction of private keys required to access any crypto assets held in custody for our own account or for our customers may be irreversible.

If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any crypto assets, it could cause regulatory scrutiny, reputational harm, and other losses.

If such price or volume declines, our business, operating results, and financial condition would be adversely affected.

In December 2020, FinCEN released a proposed rule that would require us to collect personal information from the owners of self-custodied wallets that transfer cryptocurrencies to or receive cryptocurrencies from us, and report certain transactions to the federal government.

For example, in January 2023, we settled an NYDFS compliance investigation for a monetary penalty of $50 million and a separate commitment to make $50 million in compliance program investments by the end of 2024.

A particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

The legal test for determining whether any given crypto asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict.

For example, Chair Gary Gensler has repeatedly remarked on the need for further regulatory oversight on crypto assets, crypto trading, and lending platforms by the SEC.

Public statements made in the past by senior officials at the SEC have indicated that the SEC does not intend to take the position that Bitcoin or Ethereum are securities (in their current form).

In May 2022, the Chair of the U.S. Commodity Futures Trading Commission (the “CFTC”), Rostin Behnam, stated that Bitcoin and Ethereum are commodities.

However, in June 2022, Mr. Gensler suggested that Bitcoin is a commodity but did not opine on the status of other crypto assets.

In September 2022, Mr. Gensler suggested that he believes a vast majority of cryptocurrencies are securities.

Such statements by officials at the CFTC and SEC are not official policy statements by these agencies and reflect only the speakers’ views, which are not binding on any agency or court and cannot be generalized to any other crypto asset.

In addition, in July 2022, the SEC separately filed securities fraud charges against a former employee related to misuse of confidential Coinbase information.

These SEC charges allege that nine crypto assets involved in this matter are securities under federal securities laws, seven of which are, or were, listed on our platform: AMP, RLY, DDX, XYO, RGT, LCX, POWR.

No court ruling has yet been made in connection with these seven crypto assets.

As discussed above, the SEC brought an enforcement action in July 2022 against a third party that alleges that seven crypto assets that are, or were, trading on our platform are securities.

Such enforcement action may increase the risk that the SEC decides to bring an enforcement action against us for facilitating trading in these crypto assets on the basis that our platform is not registered as a national securities exchange or ATS.

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and [removed: its consolidated subsidiaries.*][added: its* *consolidated* *subsidiaries.*]

*This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of [removed: this* *Annual] [added: this Annual] Report on Form 10-K.*

The first was the [removed: depegging] [added: de-pegging] of $LUNA [removed: in the second quarter of 2022,] which contributed to an approximately 60% crypto market capitalization decline in [removed: that] [added: the second] quarter [removed: and exposed poor risk management practices in crypto,] [added: of 2022] and ultimately [removed: helped drive] [added: drove] the credit related bankruptcies of Three Arrows Capital, Voyager, and Celsius.

The second event was the collapse of FTX in the fourth quarter of 2022, which [removed: was the result of fraud, and helped drive] [added: drove] additional credit related bankruptcies.

For the year ended December 31, 2022, our [removed: total] net revenue was $3.1 billion, including $2.4 billion in transaction [added: revenue and $0.8 billion in subscription and services] revenue.

For the year ended December 31, [removed: 2021, we generated $7.4 billion of total] [added: 2023, our] net [removed: revenue,] [added: revenue was $2.9 billion,] including [removed: $6.8] [added: $1.5] billion in transaction [added: revenue and $1.4 billion in subscription and services] revenue.

Subscription and services revenue [removed: was $792.6 million for the year ended December 31, 2022 and $517.5 million] [added: increased] for the year ended December 31, [removed: 2021.][added: 2023 as compared to 2022, primarily due to:]

For the year ended December 31, 2022, our net loss was $2.6 [removed: billion,] [added: billion] and Adjusted EBITDA [removed: loss] was [removed: $371.4 million.][added: negative $0.4 billion.]

For the year ended December 31, [removed: 2021,] [added: 2023,] our net income was [removed: $3.6] [added: $0.1] billion and Adjusted EBITDA was [removed: $4.1] [added: $1.0] billion.

In addition to the measures presented in our consolidated financial statements, we [removed: have historically used] [added: use] the key business metrics [added: listed] below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

| | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | % Change | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] | | | | | | [removed: 2021] | | | | | | [removed: 2020] | | | [added: 2023] | | | [added: | | |] 2022 | | | | | | 2021 | | | | | | [added: 2023] | | | [added: | | | 2022 | | | | | | | | | | | |]

| [removed: MTUs(1)] [added: MTUs] *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 8.3] | | | | | | [removed: 11.2] | | | | | | [removed: 2.8] | | | | | | [removed: (26)] [added: 7.0] | | | | | | [removed: 300] [added: 8.3] | | | [added: | | | 11.2 | | | | | | (16) | | | | | | (26) | | |]

| Trading Volume *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 830] [added: 468] | | | | | $ | [removed: 1,671] [added: 830] | | | | | $ | [removed: 193] [added: 1,671] | | | | | [removed: (50)] [added: (44)] | | | | | | [removed: 766] [added: (50)] | | |

| Net [removed: (loss)] income [added: (loss)] *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: (2,625)] [added: 95] | | | | | $ | [removed: 3,624] [added: (2,625)] | | | | | $ | [removed: 322] [added: 3,624] | | | | | [removed: (172)] [added: 104] | | | | | | [removed: 1,025] [added: (172)] | | |

| Adjusted [removed: EBITDA(2)] [added: EBITDA(1)] *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: (371)] [added: 964] | | | | | $ | [removed: 4,090] [added: (371)] | | | | | $ | [removed: 527] [added: 4,090] | | | | | [removed: (109)] [added: 360] | | | | | | [removed: 676] [added: (109)] | | |

[removed: (2)Please see] [added: (1)See] the section titled [removed: *Non-GAAP] [added: “*Non-GAAP] Financial [removed: Measure*] [added: Measure*”] below for a reconciliation of net [removed: (loss)] income [added: (loss)] to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

We define [removed: an “MTU”] [added: a Monthly Transacting User (“MTU”)] as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement.

The annual average MTUs for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021,] were [removed: 8.8 million, 8.4] [added: 7.4] million, [added: 8.8 million] and [removed: 1.9] [added: 8.4] million, respectively.

Revenue-generating transactions include active transactions such as buying or selling crypto assets [removed: through our Invest product] or passive transactions such as earning a staking reward.

| | | | | | | | | | | | | [removed: As of] [added: | | | | | | | | | | | | | | | Year Ended] December 31, | | | | | | | | | | | | | | | | | | [removed: % Change] [added: Change] | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | | | | | | | | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [added: | | |]

| Bitcoin | | | | | | | | | | | | | | | | | | [removed: 41] | | [added: | 34 | |] % | | | | [removed: 40] [added: 29] | | % | | | | [removed: 70] [added: 24] | | % | | | | [removed: 3] [added: 17] | | [removed: %] | | | | [removed: (43)] [added: 21] | | [removed: %] |

| [removed: Ethereum(1)] [added: Ethereum] | | | | | | | | | | | | | | | | | | [removed: 26] | | | [added: 20] | | | [added: | | |] 25 | | | | | | [removed: 13] [added: 21] | | | | | | [removed: 4] [added: (20)] | | | | | | [removed: 92] [added: 19] | | |

| Other crypto assets | | | | | | | | | | | | | | | | | | [removed: 26] | | | [added: 35] | | | [removed: 30] | | | [added: 46] | | | [removed: 13] | | | [added: 55] | | | [removed: (13)] | | | [added: (24)] | | | [removed: 131] | | | [added: (16) | | |]

| [removed: Total] [added: Total(2)] | | | | | | | | | | | | | | | | | | [added: | | |] 100 | | % | | | | 100 | | % | | | | 100 | | % | | | | | | | | | | | | |

[removed: As of] [added: During the year ended] December 31, [removed: 2022 and 2021,] [added: 2022,] no asset other than Bitcoin [removed: and] [added: or] Ethereum individually represented more than 10% of [added: either] our [removed: Assets on Platform.][added: Trading Volume or transaction revenue.]

Trading Volume represents the product of the quantity of [removed: asset] [added: assets] transacted and the trade price at the time the transaction was executed.

Generally, Trading Volume on our platform is primarily influenced by the price of crypto assets, [removed: Crypto Asset Volatility] [added: crypto asset volatility,] and macroeconomic conditions.

| | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: % Change | | | | | |] [added: Change] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | [removed: | | |] [added: 2023] | | | | | | | | | | | | 2022 | | | | | | [removed: 2021] | | | | | | [removed: 2020 | | | | | | 2022 | | | | | |] 2021 | | | | | | | | | | | | | | | | | | | | |

| Trading Volume (in billions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Consumer | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |] [added: $] | [added: 75] | | | | | $ | 167 | | | | | $ | 535 | | | | | [removed: $] [added: (55)] | [removed: 73] | | | | | (69) | | [removed: %] | [removed: | | | 633 | | % | | | | | | | | | | | | |]

| Institutional | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |] [added: 393] | | | | | | 663 | | | | | | 1,136 | | | | | | [removed: 120] [added: (41)] | | | | | | (42) | | | [removed: | | | 847 | | | | | | | | | | | | | | |]

| Total | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |] [added: $] | [added: 468] | | | | | $ | 830 | | | | | $ | 1,671 | | | | | [removed: $] [added: (44)] | [removed: 193] | | | | | (50) | | | [removed: | | | 766 | | | | | | | | | | | | | | |]

| Trading Volume by crypto asset: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Bitcoin | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | 29] [added: 35] | | % | | | | [removed: 24] [added: 29] | | % | | | | [removed: 41] [added: 25] | | % | | | | 21 | | | | | | [removed: (41) | | | | | | | | | | | |] [added: 16] | | |

| Ethereum | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |] [added: 17] | | | | | | [removed: 25] [added: 22] | | | | | | 21 | | | | | | [removed: 15 | | | | | | 19 | | | | | | 40 | | | | | |] [added: (23)] | | | | | | [added: 5] | | |

| Other crypto assets | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | 45 | | | | | | 55 | | | | | | 44] [added: 48] | | | | | | [removed: (18)] [added: 49] | | | | | | [removed: 25] [added: 54] | | | | | | [added: (2)] | | | | | | [added: (9)] | | |

| [removed: Total(1) | | | | | | | | | | | | | | |] [added: Total(2)] | | | | | | | | | | | | | | | | | | | | | 100 | | % | | | | 100 | | % | | | | 100 | | % | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

In 2023, we paired operational excellence with product innovation to deliver a strong year of execution against our product roadmap.

Beyond the numbers, we accelerated product velocity and improved our existing product suite, while laying important foundations for future growth.

We acquired key licenses, registrations and launched operations into six new markets.

In 2024 Coinbase will focus on three main priorities.

First, driving revenue through improving our core trading and USDC.

Second, driving utility in crypto with experiments in payments using USDC and Base.

Lastly, we will continue to drive regulatory clarity for the industry.

All told, Coinbase is a fundamentally stronger company today than a year ago, and we are in a strong financial position to capitalize on the opportunities ahead.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

MTUs declined for the year ended December 31, 2023 as compared to 2022 due to a 0.8 million decrease in staking users driven by updates to our staking service, which required users to manually opt-in to certain networks within a notice period and a 0.4 million decrease in trading users in line with lower Trading Volume.

MTUs declined for the year ended December 31, 2022 as compared to 2021 driven primarily by a decline of 6.9 million in users engaging in trades on our platform in line with lower Trading Volume, partially offset by a 4.0 million increase in staking users due to the addition of new staking assets in 2022.

| USDT(1) | | | | | | | | | | | | | | | | | | | | | 11 | | | | | | nm | | | | | | nm | | | | | | nm | | | | | | nm | | |

____________________________________

nm - not meaningful

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

For the year ended December 31, 2023 as compared to 2022, Trading Volume declined primarily due to a reduction in Crypto Asset Volatility1 of 43%, while crypto market capitalization remained resilient during the year ended December 31, 2023.

The decline in volatility was a result of overall degraded crypto market sentiment, regulatory uncertainty, bank failures, and market shock events like the temporary de-pegging of USDC in March 2023, as well as an overall reduction in liquidity.

Increases in the prices of various crypto assets during the fourth quarter of 2023 also impacted crypto asset volatility, overall industry trading volume, and more specifically our Trading Volume and transaction revenues.

Partially offsetting these volume declines, USDT volume was elevated, largely due to de-pegging events which drove higher activity in secondary markets such as our trading platform.

For the year ended December 31, 2022 as compared to 2021, Trading Volume declined primarily due to decreased crypto market capitalization, reflecting decreased average crypto asset prices in general.

The year 2022 and late 2021 saw trends of both lower crypto asset prices and a decrease of 32% in Crypto Asset Volatility for the year ended December 31, 2022 compared to 2021 driven by weaker macroeconomic conditions.

Weakening market conditions were further exacerbated by two events in 2022.

These events contributed to an overall crypto market capitalization decline of 64% or approximately $1.5 trillion of value lost in 2022 which in turn

1 Crypto Asset Volatility represents our internal measure of crypto asset volatility in the market relative to prior periods.

The volatility is based on intraday returns of a volume-weighted basket of all assets listed on our trading platform.

These returns are used to compute the basket’s intraday volatility which is then scaled to a daily window.

These daily volatility values are then averaged over the applicable time period as needed.

impacted overall industry trading volume and more specifically our Trading Volume and transaction revenues.

We generate revenue from transactions, subscription and services, and other activities.

The vast majority of our total revenue is generated in the United States, based on the domicile of the customers.

No other country accounted for more than 10% of our total revenue during the periods presented.

We provide a trade matching service for users to buy, sell, or convert crypto assets through our platform.

This trading activity is the primary source of our transaction revenue and core to the service we offer.

Transaction revenue is recognized at the time the transaction is processed.

Transaction revenue is directly correlated with Trading Volume, which is driven by the number of spot trade transactions processed on our platform.

Institutional customers incur lower fees per transaction than consumer customers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than changes in institutional Trading Volume.

In addition, changes in our pricing and mix between types of transactions will affect transaction revenue.

See the section titled “—*Key Business Metrics—Trading Volume”* above for more information on our Trading Volume metric.

- Stablecoin revenue: As a platform that facilitates crypto asset transactions, we derive stablecoin revenue from our arrangement with the issuer of USDC.

*Discussions of year-to-year comparisons between 2021 and 2020 are not included in this Annual Report on Form 10-K, and can be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II - Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.*

2022 was a challenging year for crypto markets and our transaction revenues.

As macroeconomic indicators like inflation remained high and interest rates rose throughout the year, crypto market capitalization declined along with broader equity markets.

These weakening market conditions became exacerbated by two idiosyncratic events.

Crypto remains volatile and we have limited ability to forecast our transaction revenues which remain correlated with crypto market capitalization and crypto asset volatility.

In addition to our focus on cost reduction and efficiency, we are more rigorously assessing our product-market fit, and taking a scrappier approach to investments in new and unproven products by, for example, getting back to smaller team sizes.

We are controlling what we can control and contingency planning for what we cannot.

You can expect us to be nimble and adapt to the market if conditions evolve outside the range of scenarios we have currently planned for.

| Verified Users *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 110 | | | | | | 89 | | | | | | 43 | | | | | | 24 | | % | | | | 107 | | % |

| Assets on Platform *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 80 | | | | | $ | 278 | | | | | $ | 90 | | | | | (71) | | | | | | 209 | | |

___________________

(1)We previously identified an issue in the calculation of our Monthly Transacting Users metric related to the complexity in measuring users and activity in self-custodial products (notably Coinbase Wallet) that resulted in the overstatement of the MTU figures previously disclosed as of December 31, 2021.

Accordingly, the MTU metric as of December 31, 2021 was revised from 11.4 million to 11.2 million to reflect our estimate of the overstatement.

As previewed in our prior periodic filing, following an evaluation of our key business metrics, we plan to update our key business metrics to better align with business performance and how management views the business.

Accordingly, based on our evaluation of our Verified Users metric, we do not believe this metric, which is an indicator of the scale of our platform, provides meaningful information related to our business performance.

Verified Users do not track user activities leading to revenue generation and, as a result, are not indicative of our overall performance, including with respect to our revenue and operating results and, therefore, we believe that this metric no longer provides valuable insight into our business performance.

Accordingly, we do not plan to report the number of Verified Users in our future periodic filings, beginning with our Quarterly Report on Form 10-Q for the three months ending March 31, 2023.

Additionally, we will no longer include our Assets on Platform metric as part of our key business metrics disclosure given that this information is available elsewhere in our periodic filings.

As a result of the issuance of Staff Accounting Bulletin No. 121 (“SAB 121”) by the SEC staff, investors may calculate the Assets on Platform metric by aggregating our “customer crypto liabilities” and our “customer custodial cash liabilities,” which are provided on our consolidated balance sheets.

Lastly, given that crypto markets and our revenue sources continue to evolve, we believe there may be further opportunity to evolve our key business metrics disclosures to better align with business performance, which we will continue to evaluate as the cryptoeconomy further develops.

Based on this evaluation, we may determine to change or eliminate our current key business metrics in future filings we make with the SEC.

*Verified Users*

We define “Verified Users” as all consumers, institutions, and developers that have registered an account on our platform and confirmed either their email address or phone number, or that have established an account with a username on our non-custodial wallet application, as of the date of measurement.

Verified Users are an indication of our scale.

These customers have demonstrated an interest in our platform or direct intent to transact with crypto assets.

Verified Users represent the top level of our customer acquisition funnel.

Verified Users may overstate the number of unique customers who have registered an account on our platform as one customer may register for, and use, multiple accounts with different email addresses, phone numbers, or usernames.

MTUs represent our transacting base of consumers who drive potential revenue generating transactions on our platform.

*Assets on Platform*

We define “Assets on Platform” as the aggregate of “customer crypto liabilities” and “customer custodial cash liabilities,” each as set forth on our consolidated balance sheets.

Assets on Platform demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the cryptoeconomy.

Assets on Platform also represent our monetization opportunity for subscription products and services, including current products such as Custody, Stake, Borrow, and Lend.

Assets on Platform generate fees that are recorded as subscription and services revenue when customers engage with these products.

The value of Assets on Platform is driven by three factors – the price, quantity, and type of crypto assets held by customers on our platform.

Changes in the price and quantity, particularly for Bitcoin and Ethereum, or type of crypto asset held on our platform, can result in the increase or decrease in Assets on Platform in a particular period.

Our Assets on Platform by asset are as follows:

| Assets on Platform: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| USDC | | | | | | | | | | | | | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 100 | | |

| Fiat | | | | | | | | | | | | | | | | | | 6 | | | | | | 4 | | | | | | 4 | | | | | | 50 | | | | | | — | | |

(1)Ethereum included $3.0 billion and $5.8 billion of Ethereum 2 as of December 31, 2022 and 2021, respectively.

Market risk is the risk [added: to our financial statements] associated with the effect of changes in market [removed: factors on the value of the assets and liabilities held on our consolidated balance sheets,] [added: factors,] including [added: risks associated with] interest rates, foreign [removed: exchange rates, prices of] [added: currency, derivatives, equity investments, and] crypto [removed: assets, or volatilities such as market volatility or product liquidity.][added: assets.]

Our investment policy and strategy related to our cash and cash equivalents and customer custodial [added: cash] funds is to preserve capital and meet liquidity requirements without increasing risk.

We also earn [removed: interest income from a] [added: stablecoin] revenue [removed: agreement we hold] [added: from an arrangement] with the issuer of USDC.

A hypothetical [removed: 100] [added: 500] basis points increase or decrease in [added: average] interest rates [added: applied to daily USDC reserve balances held] would have resulted in a [removed: $191.3] [added: $735.5] million [added: increase or decrease in stablecoin revenue for the year ended December 31, 2023] and [removed: $128.1] [added: a $685.7] million increase or decrease in [removed: total] [added: stablecoin] revenue for the [removed: years] [added: year] ended December 31, [removed: 2022 and 2021, respectively.][added: 2022.]

Our foreign currency exposure is primarily related to transactions denominated in Euros and British Pounds attributable to cash and cash equivalents, customer custodial [removed: funds and customer custodial cash liabilities and other intercompany transactions where the transaction currency is different from a subsidiary’s functional currency.]

We have experienced and will continue to experience fluctuations in our results of operations as a result of gains or losses on the settlement and the remeasurement of monetary assets and liabilities denominated in foreign currencies that are not the functional [removed: currency.][added: currency of the respective entity.]

As of December 31, [removed: 2022,] [added: 2023,] we had embedded derivative assets [removed: of $2.3 million] and embedded derivative liabilities [removed: of $2.3 million] as a result of entering into transactions to borrow crypto assets, which are recorded on the consolidated balance sheets.

We also had [removed: an] embedded derivative [removed: asset of $1.3 million, as well as an embedded derivative liability of $5.8 million for other payables denominated in crypto assets, and an embedded derivative asset of $0.3 million] [added: assets] and [removed: an] embedded derivative [removed: liability of $9.1 million] [added: liabilities] for accounts and loans [removed: receivables that are] [added: receivable and other payables] denominated in crypto assets.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] a 10% increase or decrease in the fair value of [removed: the] [added: any of our] derivative [removed: positions] [added: positions, individually or in the aggregate,] would not have a material impact on our financial results.

[removed: Summary] [added: *Summary] of Significant Accounting Policies*, *6.

Prepaid Expenses and Other [added: Current and Non-Current] Assets*, *12.

Accrued Expenses and Other Current Liabilities*, and [removed: *14.][added: *15.]

Our analysis includes a review of [added: indicators such as:] operating [removed: results, credit rating, asset quality and] [added: results when available;] business prospects of the [removed: investees,] [added: investees;] changes in the regulatory and macroeconomic [removed: environment,] [added: environment; observable price changes in similar transactions;] and general market conditions of the geographical area or industry in which our investees operate.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our strategic equity investments in privately held companies were [removed: $326.7] [added: $343.0] million and [removed: $364.0] [added: $326.7] million, respectively.

We [removed: are required to] record all adjustments to the fair value of our investments through our consolidated statements of operations under other [removed: expense (income),] [added: (income) expense,] net.

During the [removed: year] [added: years] ended December 31, [added: 2023 and] 2022, we recognized impairment expense of [added: $29.4 million and] $101.4 million related to our strategic investments in privately held [removed: companies.][added: companies, respectively.]

We anticipate volatility to our net income (loss) in future periods due to changes in the fair values associated with these investments and [added: observable price] changes in [removed: observable prices and] similar transactions that could impact our fair value assessments.

For more information, see [removed: *Note 11.][added: *Notes 2.]

Prepaid Expenses and Other [added: Current and Non-Current] Assets* of the Notes to [removed: the] [added: our] consolidated financial statements [added: included] in Part II, Item 8 of this Annual Report on Form 10-K.

We generate [removed: substantially all] [added: a large portion] of our total revenue from transaction fees on our platform in connection with the purchase, sale, and trading of crypto assets by our customers.

Crypto asset prices, along with our operating results, have fluctuated [removed: significantly from quarter to quarter.][added: significantly.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] a 10% decrease in crypto asset prices would not have a material impact on our [removed: impairment charges.][added: financial results.]

Goodwill, Intangible Assets, Net, and Crypto Assets Held* of the Notes to our consolidated financial statements [added: included] in Part II, Item 8 of this Annual Report on Form 10-K.

These assets and equities are held for purposes other than trading.

Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents, customer custodial cash and from our arrangement with the issuer of USDC.

Our cash and cash equivalents consist of money market funds denominated in U.S. dollars and cash deposits, and therefore the fair value of our cash, cash equivalents, and customer custodial funds would not be significantly affected by either an increase or a decrease in interest rates.

However, the amount of interest we earn on these balances may be significantly impacted.

The Federal Reserve has increased the Federal Funds Rate over 500 basis points since December 31, 2021 to control current levels of inflation and as of December 31, 2023, the Federal Funds Rate was 5.33%.

As a result of these significant recent increases in interest rates, a decrease in interest rates is possible.

A hypothetical 500 basis points increase or decrease in average interest rates applied to our average month end balances for the years ended December 31, 2023 and 2022, which corresponds closely to the increase of the Federal Funds Rate since early 2022, would have resulted in a $307.3 million and $270.6 million increase or decrease, respectively, in interest earned on cash, cash equivalents, and customer custodial funds.

Interest income is earned on USDC reserve balances.

The issuer of USDC reported that, as of December 31, 2023, underlying reserves were held in cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefit of USDC holders, and therefore the fair value of these balances would not be significantly affected by either an increase or a decrease in interest rates.

However, the related amount of stablecoin revenue we earn may be significantly impacted.

funds and customer custodial cash liabilities and intercompany transactions where the transaction currency is different from a subsidiary’s functional currency.

See the section titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the years ended December 31, 2023, 2022, and 2021—Other (income) expense, net*” in Part II, Item 7 of this Annual Report on Form 10-K for a discussion of foreign exchange losses during the years ended December 31, 2023, 2022, and 2021.

If an adverse 10% foreign currency exchange rate change was applied to the largest foreign currency exposure (e.g. Euro) or to all foreign currency exposures in aggregate, of monetary assets, liabilities, and commitments denominated in currencies other than its functional currency as of December 31, 2023 and 2022, it would not have a material impact on our financial results.

See the consolidated statements of comprehensive income (loss) in Part II, Item 8 of this Annual Report on Form 10-K for translation adjustments for the years ended December 31, 2023, 2022, and 2021.

As of December 31, 2023 and 2022, a 10% increase or decrease in foreign currency exchange rates used in translating the financial statements of subsidiaries with functional currencies other than our reporting currency would not have a material impact on our financial results.

See the section titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the years ended December 31, 2023, 2022, and 2021—Operating expenses—Other operating expense, net*” in Part II, Item 7 of this Annual Report on Form 10-K for a discussion of material gains and losses on derivatives during the years ended December 31, 2023, 2022, and 2021.

For more information on our derivatives and related hedges measured at fair value, see *Notes 2.*

Summary of Significant Accounting Policies* and *11.

We also generate a large portion of our total revenue from non-transaction-based services, such as staking and custody, and such revenue has grown over time.

Effective January 1, 2024 we adopted Accounting Standard Update 2023-08, Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) which will change how we value crypto assets held, as we will be required to recognize such assets at fair value with changes recognized in net income each reporting period.

Summary of Significant Accounting Policies* and *9.

We had cash and cash equivalents, including restricted cash and customer custodial funds, of $9.5 billion and $17.8 billion as of December 31, 2022 and 2021, respectively.

Our cash and cash equivalents primarily consist of money market funds denominated in U.S. dollars and cash deposits.

Changes in interest rates would primarily impact interest income due to the relatively short-term nature of our investments.

We recognized realized and unrealized foreign currency losses of $102.7 million for the year ended December 31, 2022, compared to net realized and unrealized foreign currency losses of $41.0 million recognized for the year ended December 31, 2021 in other expense (income), net in the consolidated statements of operations.

In the third quarter of 2022, we entered into foreign exchange forward contracts to hedge our exposure to foreign currency exchange rate risk on assets and liabilities denominated in currencies other than the functional currency.

All of our forward contracts were closed out during the fourth quarter of 2022, and as of December 31, 2022, we do not have any open contracts for foreign exchange forwards.

The losses on these forward contracts were recognized in other expense (income), net in the consolidated statements of operations.

We recognized losses on translation adjustments, net of tax, of $35.2 million for the year ended December 31, 2022, compared to losses on translation adjustments, net of tax, of $9.7 million for the year ended December 31, 2021, in the consolidated statements of comprehensive (loss) income.

We also generate total revenue from our subscription products and services and, while revenue from these products and services have not been significant to date, most of this revenue will also fluctuate based on the price of crypto assets.

For more information, see *Note 9.

Throughout this Annual Report on Form 10-K, we will refer to [removed: platform or platforms as] our full suite of products and [removed: offerings.][added: offerings as our platform or platforms.]

[removed: The Coinbase app] [added: Our platform] is designed to serve a wide variety of consumers, whether they are buying their first [removed: token] [added: crypto asset] or are advanced traders.

We offer two trading [removed: experiences within the application,] [added: experiences: (i)] a simple trading experience for consumers of any experience level [added: seeking ease of use] and [added: (ii)] an advanced trading experience for more sophisticated traders.

Simple trading refers to buying and selling [removed: cryptocurrencies] [added: crypto assets] using the basic interface of [removed: the app,] [added: our platform,] and includes value-added services such as fixed price quotes and recurring trades.

Our advanced trading experience offers traders access to real-time market information through interactive [removed: charts, order books, and a live trade history on the advanced trade view, and other trading tools.]

[removed: Beyond trading, one] [added: One] of the most popular [removed: transactions consumers] [added: services customers] often engage with is earning [removed: a yield] [added: rewards] on their crypto assets.

Certain blockchain protocols, such as Ethereum, rely on [removed: staking, an alternative way] [added: staking] to validate blockchain transactions.

Network [removed: participants, in this case Coinbase,] [added: participants] can designate a certain amount of their crypto assets on the network to validate transactions and get rewarded in kind from the network.

Today, staking crypto assets is a technical challenge for most [removed: consumers.][added: customers.]

Staking independently requires a participant to run their own [removed: hardware, software,] [added: hardware] and [added: software and] maintain close to 100% up-time.

We provide a true, [removed: on-chain] [added: onchain] proof-of-stake service, which reduces the complexities of staking and allows our [removed: consumers] [added: customers] to maintain full ownership of their crypto assets while earning staking rewards.

We [removed: also] offer a [added: self-custody] software [removed: product, Coinbase Wallet,] [added: product] to consumers [removed: in over 100 markets,] [added: globally, Coinbase Wallet,] which allows them to engage and transact with the full universe of Dapps and crypto use cases without the need for a centralized intermediary such as Coinbase.

[removed: Institutional customers comprise a variety of customer types, including but not limited to] [added: - Institutions - businesses that include] market makers, asset [removed: managers and asset owners, hedge funds (including many of the world’s largest] [added: managers,] hedge [removed: funds by reported assets under management),] [added: funds,] banks, wealth platforms, registered investment advisors, payment platforms, and public and private corporations.

We [removed: also] provide market infrastructure in the form of trading venues [removed: via the Coinbase Spot Market] [added: for customers to trade spot] and [removed: the Coinbase Derivatives Exchange.][added: derivatives.]

Through Coinbase Prime, [removed: institutions have] [added: our full-service prime brokerage platform, institutional customers can] access [removed: to] deep pools of liquidity across [removed: the crypto marketplace] [added: trading venues] and best price execution due to our ability to route trades through a network of connected trading [removed: venues, including the Coinbase Spot Market.][added: venues.]

We offer volume-based pricing and charge a transaction fee for [removed: every matched trade.][added: executed trades.]

[removed: Underpinning] [added: For example, underpinning our] Coinbase Prime [added: product] is an institutional-grade custody platform with a highly secure cold storage solution made available both within the [removed: US] [added: United States] and globally.

We charge [added: institutions] a separate fee based on the total assets stored in custody on our platform.

We offer trade financing whereby we [removed: advance] [added: lend] funds [removed: and settle on behalf of] [added: to] credit-eligible customers, removing a key point of friction by allowing customers to instantly trade on credit and settle within a few days.

We [added: also] earn interest income on loans outstanding.

We [added: currently] provide [removed: market infrastructure in the form of trading venues] [added: access] to [removed: trade spot via] [added: three trading venues:] the Coinbase [removed: Spot Market] [added: Exchange, the Coinbase International Exchange,] and [removed: derivatives via] the Coinbase Derivatives Exchange.

Our [removed: Developer] [added: developer] product suite includes some of our most nascent products, including [added: Base,] Coinbase [removed: Cloud] [added: Cloud,] and Coinbase Pay.

Coinbase Cloud offers crypto payment or trading APIs, data access, and staking [removed: infrastructure.][added: infrastructure, which allow developers to build crypto products faster and to simplify how they interact with blockchains.]

[removed: Our Competition][added: Competition]

We face significant competition from a variety of companies around the world – ranging from [removed: crypto native] [added: crypto-native] companies, including decentralized exchanges, to large traditional financial services incumbents and financial technology providers.

For example, the traditional financial services and financial technology companies we compete against are largely [removed: US] [added: U.S.] and European based and operate under the same evolving [removed: US] regulatory landscape that we do.

[removed: For USDC, we compete against a range of] [added: - stablecoins,] other [removed: stablecoins] [added: than USDC,] and fiat currencies [removed: around the world.][added: globally.]

We have built and expanded the use of advanced cryptographic techniques such as multi-party [removed: computation (MPC),] [added: computation,] an innovative approach to securing user funds, within the business.

Our ability to quickly and continuously innovate to support additional blockchains, provide products and services to our customers that are native to the [removed: crypto economy,] [added: cryptoeconomy,] such as staking and governance, and launch additional products and services further separates us from our competition.

See [added: the section titled “*Risk Factors*” in] Part I, Item [removed: 1A, “Risk Factors” in] [added: 1A of] this Annual Report on Form 10-K for a more comprehensive description of risks related to competition.

The failure of several prominent crypto trading venues and lending platforms, such as FTX, Celsius Networks, [removed: Voyager] [added: Voyager,] and Three Arrows Capital, in 2022 (the “2022 Events”) has impacted and may continue to impact the broader cryptoeconomy.

Impacts include, but are not limited to, the consequent and ongoing financial distress and bankruptcy of certain crypto market participants, loss of confidence in the broader cryptoeconomy, reputational harm to crypto asset platforms generally, increased negative publicity of the broader cryptoeconomy, heightened scrutiny by regulators and [removed: lawmakers] [added: lawmakers,] and calls for increased regulation of crypto assets and crypto asset platforms.

We have had no material direct impact to our business, financial condition, [removed: customers] [added: customers,] or counterparties from the 2022 Events; however, the 2022 Events [removed: did cause] [added: caused] a change to crypto market prices, crypto market [removed: volatility] [added: volatility,] and customer sentiment, and each of these drivers [removed: do] indirectly [removed: impact] [added: impacted] our business and our revenue potential.

Following the 2022 Events, one of our highest priorities [removed: is] [added: continues] to [removed: restore] [added: be restoring] confidence and interest in the cryptoeconomy and [removed: maintain and increase] [added: increasing] engagement on our platform.

We [removed: also hold] [added: place great importance on safeguarding] crypto [added: assets, and we have policies and procedures to help ensure the proper safeguarding of the crypto] assets [added: we hold on behalf of our customers and] for our own investment and operating purposes.

[removed: For consumer and institutional users] [added: Similarly, for customers] who participate in our staking program, their staked assets remain their assets.

Also, when users stake their assets through Coinbase, the rewards they earn for helping to secure the network are directly tied to the rewards returned by [removed: on-chain] [added: onchain] network protocols and marketplaces, which Coinbase passes through minus a disclosed fee.

Further, we appropriately ledger, properly [removed: segregate] [added: segregate,] and maintain separate accounts for our corporate crypto assets and customers’ crypto assets.

[removed: For Coinbase entities that provide] crypto [removed: trading services, such as Coinbase, Inc., crypto] assets are held in an omnibus manner on the blockchain and [removed: separated] [added: separately recorded] using a ledger system.

Additionally, as a U.S. public company, we are required to undergo annual audits and quarterly reviews, which, among other things, require that our independent registered public accounting firm reviews and audits our crypto reserves, internal [removed: controls] [added: controls,] and reconciliation processes.

We are working to update the century-old financial system by providing a trusted platform that makes it easy for our customers to engage with crypto assets, including trading, staking, safekeeping, spending, and fast, free global transfers.

We also provide critical infrastructure for onchain activities.

Onchain activities are interactions with the blockchain that usually take place in a broad category of blockchain-powered technologies, including self-custody wallets, decentralized apps and services, and open community engagement platforms.

We offer a suite of products and services that are designed to meet the distinct needs of our three customer groups:

- Consumers - individual retail user customers seeking to discover or trade crypto assets and engage in onchain activities.

- Developers - developers, creators, merchants, crypto asset issuers, organizations and financial institutions, and other groups building decentralized protocols, applications, products, or other services onchain.

When signing up for an account on our platform, among other requirements, consumer and institutional customers must certify that they are at least eighteen (18) years of age (if a natural person), agree to a user agreement, satisfy the requirements of our robust know-your-customer (“KYC”) program, and have read our privacy policy.

Our platform serves as a trusted and compliant gateway to the onchain economy and enables our users to engage in a wide variety of activities, including discovering, trading, staking, storing, spending, earning, and using their crypto assets in both our own proprietary and third-party product experiences enabled by access to decentralized applications.

Our product offerings primarily include trading products that generate transaction revenue as well as a variety of ecosystem products, many of which generate subscription and services revenue.

We describe these products below.

Trading Products

Trading is the primary source of our transaction revenue, and is driven by consumer and institutional customers.

*Consumer Trading*

charts, order books, a live trade history on the advanced trade view, and other trading tools.

We generate fees from consumers trading on our platform, including through volume-based transaction fees and a spread depending on the type of trade.

We also offer a subscription product for consumers trading on our platform, which is described in more detail below.

These markets generate revenue by charging a transaction fee for executed trades.

Coinbase continues to gain traction in regulated derivatives as we continue to expand our offerings.

For example, in September 2023, we secured regulatory approval from the Bermuda Monetary Authority (the “BMA”) to enable perpetual futures for eligible non-U.S. customers through the Coinbase International Exchange.

Ecosystem Products

We also offer a suite of products and other services that are key parts of the crypto ecosystem.

*Stablecoins*

As part of our effort to update the financial system, we are focused on growing the stablecoin ecosystem.

In August 2023, we entered into an updated arrangement with the issuer of USDC to (i) support USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars; (ii) help drive long-term success of the stablecoin ecosystem; and (iii) continue to generate revenue through means other than transaction fees.

*Staking*

Subject to jurisdiction, we support seven staking assets through our platform for consumers as of December 31, 2023: Cardano (ADA), Cosmos (ATOM), Polkadot (DOT), Ethereum (ETH), MATIC (POL), Solana (SOL), and Tezos (XTZ).

As of December 31, 2023, approximately $9.4 billion worth of these assets were held on behalf of individual consumers staked through our platform, as adjusted to USD.

We also support staking of additional assets for our institutional customers.

As of December 31, 2023, over $7.4 billion worth of assets were staked by institutional customers through Coinbase Prime, as adjusted to USD.

In addition to operating our own validator nodes to provide staking services, we utilize third-party service providers to operate validator nodes on our customers’ behalf.

Because staking rewards depend on the relevant protocol and network conditions, the estimated rewards rate for each asset made available for staking is displayed on our website and through our platform, and is calculated by periodically consulting onchain data to determine the total amount earned by our stakers.

We only facilitate staking of a user’s crypto assets in response to a direct instruction from that user, and they remain the property of the user while staked, and a user’s staked crypto assets remain in our custody.

According to certain protocol rules, staked crypto assets cannot be sold or transferred while they remain staked, and we do not use or allocate users’ staked crypto assets for any other purpose.

*Custody*

We offer consumer and institutional customers a variety of custodial solutions underpinning our product offerings.

For example, we serve as a custodian for several Bitcoin ETF issuers.

In January 2024, the Securities and Exchange Commission (the “SEC”) approved 11 spot Bitcoin ETF applications, eight of which are partnered with Coinbase.

We discuss our custodial practices for both institutions and consumers in further detail below.

*Coinbase One*

Consumers can transact on our platform through a subscription product, Coinbase One.

We build safe, trusted, easy-to-use technology and financial infrastructure products and services that enable any person or business with an internet connection to discover, transact, and engage with crypto assets and decentralized applications.

Our products enable customers to access and participate in the cryptoeconomy, a new open financial system built upon crypto, in more than 100 countries and serve as a critical infrastructure layer to web3, a broad category of crypto-powered technologies including self-custody wallets, decentralized apps and services, and open community engagement platforms.

The cryptoeconomy and web3 remain in their early days.

Crypto asset prices are highly volatile and cyclical.

Including the current cycle, we have observed four major crypto asset price cycles since 2010.

Each previous cycle has varied in duration ranging from approximately two to four years, and has increased the overall crypto market capitalization from the prior cycle.

As shown below, these cycles are visible when viewing the price of Bitcoin, the first and largest crypto asset, over time through December 31, 2022 on a logarithmic scale.


Coinbase offers a safe, trusted, easy-to-use platform that serves as a gateway to the cryptoeconomy for our three customer groups via both custodial and self-custodial solutions: consumers, institutions, and developers.

We continue to invest to grow and enhance our technology and product platform to ensure we are best positioned to serve as a one-stop shop to meet our customers’ needs as the cryptoeconomy continues to evolve and web3 develops.

To support our customers’ needs, our goal is to expand access to a growing breadth and depth of crypto assets and fiat payment rails to our customers and expand access to more product experiences – both proprietary and third party, largely decentralized applications (Dapps).

Our asset addition strategy is asset agnostic and we seek to add access to every asset where it is safe and legal to do so.

USDC – a leading US dollar stablecoin redeemable 1:1 for US dollars – is an asset whereby we have a unique commercial arrangement and generate income through means other than our customers' engagement with our products and services.

We offer rewards on USDC to our customers in order to encourage participation.

Consumers

We serve as the consumers’ primary crypto account, offering both a custodial solution with the Coinbase application and self-custodied solution with Coinbase Wallet.

Our consumers are represented in over 100 countries, with the largest concentration in the United States of roughly 40%, followed by the UK / Europe of roughly 25%.

*Coinbase App*

The Coinbase app provides customers a single platform to discover, trade, stake, store, spend, earn, borrow, and use their crypto assets in both our own proprietary and third party product experiences as we enable access to decentralized applications via an integrated web3 wallet.

Trading in crypto, inclusive of discovering, buying and selling crypto assets is typically the first step in a consumer’s Coinbase experience.

We offer two pricing options for our consumers who engage with our crypto trading products.

The first option is to pay for trades as they occur with a transparent pricing schedule including a transaction fee and a spread, that get added to the transaction when consumers buy, sell, or convert crypto assets in either a fiat-to-crypto or crypto-to-crypto trade.

These transaction fees are fixed as a percentage of volume for simple trading (excluding small transactions which have flat fees), and tiered as a percentage of volume for advanced trading, based on users’ trading volumes on our platform.

The second option is through our subscription product, Coinbase One, in which consumers pay a monthly fee, in lieu of a transaction fee, until reaching a certain trading volume threshold.

However, for simple trading, a spread still applies to a trade.

We enable our customers to earn yield on their crypto assets in multiple ways, including via staking rewards, DeFi yield and other methods unique to certain crypto assets.

We seek to expand proprietary product experiences within the Coinbase app in which consumers can engage and transact with crypto.

Today, we also offer our consumers the ability to do peer-to-peer payments, remittances, direct deposit, spend through our Coinbase Card, a Coinbase branded debit card, and the ability to pledge certain crypto assets as collateral for a USD loan.

No consumer assets, fiat nor crypto are used to fund loans.

All consumer loans are funded with Coinbase corporate cash.

In addition to first party products, where customers’ crypto is stored on their behalf by Coinbase, we offer two wallet products: web3 wallet and Coinbase Wallet.

*Web3 Wallet*

Consumers have the opportunity to access third party products via adding a “web3 wallet” within the Coinbase app.

The web3 wallet enables our customers to interact with certain Dapps, including transacting on decentralized exchanges or accessing art and entertainment services.

This product provides consumers with the convenience to easily access and interact with Dapps, and shares the responsibility of knowing and storing the customer’s security key between the consumer and Coinbase, making wallet recovery possible.

We monetize by charging a fee to engage in certain transactions on decentralized exchanges.

The Coinbase Wallet product experience has similarities to the web3 wallet with key distinctions being consumers have sole control over their private keys and seed phrase, and have access to a more expansive set of assets and use cases within web3.

We monetize certain transactions conducted via Dapps such as charging a fee through fiat-to-crypto transactions, and/or a fee to engage in transactions on decentralized exchanges.

Institutions

Our strategy is to provide institutions an integrated trading and financing product platform that provides capital efficiency across spot and derivatives markets to interact with the cryptoeconomy and web3.

For a description of material legal proceedings in which we are involved, see *Note [removed: 21.*] [added: 22.*] *Commitments and Contingencies*, [removed: in] [added: of] the Notes to our consolidated financial statements included in [added: Part II, Item 8 of] this Annual Report on Form 10-K, which is incorporated herein by reference.

For example, we have received investigative subpoenas and other inquiries from various state [added: agencies and] attorneys general for documents and information pertaining to our business practices and policies, customer complaints, asset launches, certain ongoing litigation, and certain transfers of crypto assets.

Also for example, in January 2021, the California Department of Fair Employment and Housing issued an investigative subpoena for documents and information related to certain of our business practices and policies, and the matter is ongoing.

| For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | | | | |

For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and [added: the] Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email [removed: address set forth in our proxy materials and/or identified on] [added: address: secretary@coinbase.com, or to] our [removed: investor relations website.][added: agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808.]

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $7.3] [added: $12.0] billion based on the closing sales price of the registrant’s Class A common stock as reported on Nasdaq Global Select Market on that date.

As of February [removed: 14, 2023,] [added: 8, 2024,] the number of shares of the registrant's Class A common stock outstanding was [removed: 183,582,191] [added: 195,531,120] and the number of shares of the registrant's Class B common stock outstanding was [removed: 47,891,545.][added: 46,744,055.]

Portions of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III.

| [Item 1A. Risk [removed: Factors](#i09dd0fc586e04ef2bec2928a6bdd4977_265)] [added: Factors](#i325327992f724c83a9ea3f679eeb5225_337)] | | | [removed: [21](#i09dd0fc586e04ef2bec2928a6bdd4977_265)] [added: [21](#i325327992f724c83a9ea3f679eeb5225_337)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i09dd0fc586e04ef2bec2928a6bdd4977_1173)] [added: Comments](#i325327992f724c83a9ea3f679eeb5225_379)] | | | [removed: [94](#i09dd0fc586e04ef2bec2928a6bdd4977_1173)] [added: [85](#i325327992f724c83a9ea3f679eeb5225_379)] | | |

| [Item 3. Legal [removed: Proceedings](#i09dd0fc586e04ef2bec2928a6bdd4977_1224)] [added: Proceedings](#i325327992f724c83a9ea3f679eeb5225_385)] | | | [removed: [94](#i09dd0fc586e04ef2bec2928a6bdd4977_1224)] [added: [87](#i325327992f724c83a9ea3f679eeb5225_385)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i09dd0fc586e04ef2bec2928a6bdd4977_1237)] [added: Disclosures](#i325327992f724c83a9ea3f679eeb5225_388)] | | | [removed: [95](#i09dd0fc586e04ef2bec2928a6bdd4977_1237)] [added: [87](#i325327992f724c83a9ea3f679eeb5225_388)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i09dd0fc586e04ef2bec2928a6bdd4977_1253)] [added: Securities](#i325327992f724c83a9ea3f679eeb5225_394)] | | | [removed: [96](#i09dd0fc586e04ef2bec2928a6bdd4977_1253)] [added: [88](#i325327992f724c83a9ea3f679eeb5225_394)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i09dd0fc586e04ef2bec2928a6bdd4977_226)] [added: Operations](#i325327992f724c83a9ea3f679eeb5225_289)] | | | [removed: [98](#i09dd0fc586e04ef2bec2928a6bdd4977_226)] [added: [90](#i325327992f724c83a9ea3f679eeb5225_289)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i09dd0fc586e04ef2bec2928a6bdd4977_253)] [added: Risk](#i325327992f724c83a9ea3f679eeb5225_319)] | | | [removed: [120](#i09dd0fc586e04ef2bec2928a6bdd4977_253)] [added: [117](#i325327992f724c83a9ea3f679eeb5225_319)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i09dd0fc586e04ef2bec2928a6bdd4977_13)] [added: Data](#i325327992f724c83a9ea3f679eeb5225_22)] | | | [removed: [123](#i09dd0fc586e04ef2bec2928a6bdd4977_13)] [added: [120](#i325327992f724c83a9ea3f679eeb5225_22)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#i09dd0fc586e04ef2bec2928a6bdd4977_1437)] [added: Disclosures](#i325327992f724c83a9ea3f679eeb5225_400)] | | | [removed: [187](#i09dd0fc586e04ef2bec2928a6bdd4977_1437)] [added: [185](#i325327992f724c83a9ea3f679eeb5225_400)] | | |

| [Item 9A. Controls and [removed: Procedures](#i09dd0fc586e04ef2bec2928a6bdd4977_256)] [added: Procedures](#i325327992f724c83a9ea3f679eeb5225_322)] | | | [removed: [187](#i09dd0fc586e04ef2bec2928a6bdd4977_256)] [added: [186](#i325327992f724c83a9ea3f679eeb5225_322)] | | |

| [Item 9B. Other [removed: Information](#i09dd0fc586e04ef2bec2928a6bdd4977_1485)] [added: Information](#i325327992f724c83a9ea3f679eeb5225_403)] | | | [removed: [188](#i09dd0fc586e04ef2bec2928a6bdd4977_1485)] [added: [187](#i325327992f724c83a9ea3f679eeb5225_403)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i09dd0fc586e04ef2bec2928a6bdd4977_1480)] [added: Inspections](#i325327992f724c83a9ea3f679eeb5225_406)] | | | [removed: [188](#i09dd0fc586e04ef2bec2928a6bdd4977_1480)] [added: [187](#i325327992f724c83a9ea3f679eeb5225_406)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i09dd0fc586e04ef2bec2928a6bdd4977_1513)] [added: Governance](#i325327992f724c83a9ea3f679eeb5225_412)] | | | [removed: [189](#i09dd0fc586e04ef2bec2928a6bdd4977_1513)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_412)] | | |

| [Item 11. Executive [removed: Compensation](#i09dd0fc586e04ef2bec2928a6bdd4977_1508)] [added: Compensation](#i325327992f724c83a9ea3f679eeb5225_415)] | | | [removed: [189](#i09dd0fc586e04ef2bec2928a6bdd4977_1508)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_415)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i09dd0fc586e04ef2bec2928a6bdd4977_1503)] [added: Matters](#i325327992f724c83a9ea3f679eeb5225_418)] | | | [removed: [189](#i09dd0fc586e04ef2bec2928a6bdd4977_1503)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_418)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i09dd0fc586e04ef2bec2928a6bdd4977_1498)] [added: Independence](#i325327992f724c83a9ea3f679eeb5225_421)] | | | [removed: [189](#i09dd0fc586e04ef2bec2928a6bdd4977_1498)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_421)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i09dd0fc586e04ef2bec2928a6bdd4977_1493)] [added: Services](#i325327992f724c83a9ea3f679eeb5225_424)] | | | [removed: [189](#i09dd0fc586e04ef2bec2928a6bdd4977_1493)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_424)] | | |

| [Item 15. Exhibit and Financial Statement [removed: Schedules](#i09dd0fc586e04ef2bec2928a6bdd4977_1559)] [added: Schedules](#i325327992f724c83a9ea3f679eeb5225_430)] | | | [removed: [190](#i09dd0fc586e04ef2bec2928a6bdd4977_1559)] [added: [188](#i325327992f724c83a9ea3f679eeb5225_430)] | | |

| [Item 16. Form 10-K [removed: Summary](#i09dd0fc586e04ef2bec2928a6bdd4977_1565)] [added: Summary](#i325327992f724c83a9ea3f679eeb5225_433)] | | | [removed: [193](#i09dd0fc586e04ef2bec2928a6bdd4977_1565)] [added: [191](#i325327992f724c83a9ea3f679eeb5225_433)] | | |

- Bitcoin: The first peer-to-peer electronic cash system of global, decentralized, scarce, digital money as initially introduced in a white paper titled [removed: *Bitcoin:] [added: Bitcoin:] A Peer-to-Peer Electronic Cash [removed: System*] [added: System] by Satoshi Nakamoto.

- Dapps: [removed: Dapps, or decentralized] [added: Decentralized] applications, [added: or Dapps,] are applications that run on a decentralized network, typically using blockchain technology.

- Self-custodied [removed: Wallet:] [added: Wallet:] A self-custodied wallet, also known as a [removed: non-custodial] [added: self-hosted] wallet, is a type of cryptocurrency wallet where the user holds the private keys, instead of a third-party.

Stakers use [removed: pools of] [added: their] tokens [removed: as collateral] to validate transactions and create blocks.

For additional information regarding our key business metrics, which include [removed: Verified Users,] Monthly Transacting [removed: Users, Assets on Platform,] [added: Users] and Trading Volume as well as our use of Adjusted EBITDA, a non-GAAP financial measure, see the sections titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics*” and “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure*” in Part II, Item 7 of this Annual Report on Form 10-K.

- anticipated trends, growth rates, and challenges in our business, the cryptoeconomy, [removed: web3,] the price and market capitalization of crypto assets and in the markets in which we operate;

- [removed: general macroeconomic conditions, including interest rates, inflation,] economic [removed: downturns] and industry trends, projected growth, or trend analysis;

- our key business metrics used to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions; [added: and]

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “*Risk [removed: Factors”*] [added: Factors*”] in Part I, Item 1A of this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K.

| [Part I](#i325327992f724c83a9ea3f679eeb5225_16) | | | | | |

| [Item 1. Business](#i325327992f724c83a9ea3f679eeb5225_376) | | | [8](#i325327992f724c83a9ea3f679eeb5225_376) | | |

| [Item 1C. Cybersecurity](#i325327992f724c83a9ea3f679eeb5225_1828) | | | [85](#i325327992f724c83a9ea3f679eeb5225_379) | | |

| [Item 2. Properties](#i325327992f724c83a9ea3f679eeb5225_382) | | | [87](#i325327992f724c83a9ea3f679eeb5225_382) | | |

| [Part II](#i325327992f724c83a9ea3f679eeb5225_391) | | | | | |

| [Item 6. \[Reserved\]](#i325327992f724c83a9ea3f679eeb5225_397) | | | [89](#i325327992f724c83a9ea3f679eeb5225_397) | | |

| [Part III](#i325327992f724c83a9ea3f679eeb5225_409) | | | | | |

| [Part IV](#i325327992f724c83a9ea3f679eeb5225_427) | | | | | |

| [Signatures](#i325327992f724c83a9ea3f679eeb5225_436) | | | [191](#i325327992f724c83a9ea3f679eeb5225_436) | | |

- Layer 1 (L1) Blockchain: The foundational blockchain that provides essential services like recording transactions and ensuring security.

- Layer 2 (L2) Blockchain: This refers to network protocols layered on top of a L1 Blockchain.

L2 Blockchains utilize the infrastructure of L1 Blockchains but offer greater flexibility in scaling, transaction processing and improving overall network throughput.

- Onchain: Onchain typically refers to activities or processes that occur directly on a blockchain.

It involves transactions, smart contracts, or any other operations that are recorded and executed within the blockchain network itself, as opposed to offchain activities that might occur outside the blockchain system.

- general macroeconomic conditions, including interest rates, inflation, instability in the global banking system, economic downturns, and other global events, including regional wars and conflicts and government shutdowns;

RISK FACTORS SUMMARY

Consistent with the foregoing, our business is subject to a number of risks and uncertainties, including those risks discussed at length below.

These risks include, among others, the following, which we consider our most material risks:

- Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto;

- Our total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on our platform.

If such price or volume declines, our business, operating results, and financial condition would be adversely affected and the price of our Class A common stock could decline;

- Our net revenue may be concentrated in a limited number of areas.

Within transaction revenue and subscription and services revenue, a meaningful concentration is from transactions in Bitcoin and Ethereum and stablecoin revenue in connection with USDC, respectively.

If revenue from these areas declines and is not replaced by new demand for crypto assets or other products and services, our business, operating results, and financial condition could be adversely affected;

- We have in the past, and may in the future, enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties.

If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, our business, operating results, and financial condition could be adversely affected;

- Interest rate fluctuations could negatively impact us;

- The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate.

If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely affected;

- Cyberattacks and security breaches of our platform, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition;

- We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition;

- We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively;

- We compete against a growing number of decentralized and noncustodial platforms and our business may be adversely affected if we fail to compete effectively against them;

- As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering;

- We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, and operating results;

- If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely impact our business, operating results, and financial condition;

- A particular crypto asset, product or service’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition;

- We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers;

- Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and financial condition;

(Check one):

| [Part I](#i09dd0fc586e04ef2bec2928a6bdd4977_1138) | | | | | |

| [Item 1. Business](#i09dd0fc586e04ef2bec2928a6bdd4977_1144) | | | [7](#i09dd0fc586e04ef2bec2928a6bdd4977_1144) | | |

| [Item 2. Properties](#i09dd0fc586e04ef2bec2928a6bdd4977_1216) | | | [94](#i09dd0fc586e04ef2bec2928a6bdd4977_1216) | | |

| [Part II](#i09dd0fc586e04ef2bec2928a6bdd4977_1245) | | | | | |

| [Item 6. \[Reserved\]](#i09dd0fc586e04ef2bec2928a6bdd4977_1262) | | | [97](#i09dd0fc586e04ef2bec2928a6bdd4977_1262) | | |

| [Part III](#i09dd0fc586e04ef2bec2928a6bdd4977_1540) | | | | | |

| [Part IV](#i09dd0fc586e04ef2bec2928a6bdd4977_1553) | | | | | |

| [Signatures](#i09dd0fc586e04ef2bec2928a6bdd4977_1527) | | | [194](#i09dd0fc586e04ef2bec2928a6bdd4977_1527) | | |

- Consumers: Individual users with an account on our platform.

- Crypto Asset Volatility: Represents our internal measure of crypto volatility in the market relative to prior periods.

The volatility is based on intraday returns of a volume-weighted basket of all assets listed on our trading platform.

These returns are used to compute the basket’s intraday volatility which is then scaled to a daily window.

These daily volatility values are then averaged over the applicable time period as needed.

- Customer: A consumer, institution, or developer on our platform.

- Developers: Developers, creators, merchants, asset issuers, organizations and financial institutions, and other groups building decentralized protocols, applications, products, or other services for the cryptoeconomy.

- Institutions: Businesses that include hedge funds, small to large financial institutions, and corporations.

- USD Coin or USDC: A stablecoin issued by Circle that is backed by dollar denominated assets held by the issuer in segregated accounts with U.S. regulated financial institutions.

Coinbase and Circle co-founded the Centre Consortium which supports and administers the governance of USDC.

- Web3: A broad category of crypto-powered technologies including self-custody wallets, decentralized apps and services, and open community engagement platforms.

- increased expenses associated with being a public company; and

Cybersecurity Risk Management and Strategy

We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical systems and information.

While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity oversight responsibility is shared by our board of directors, our audit and compliance committee (“Audit Committee”), and senior management.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program.

Our cybersecurity risk management program includes:

- physical, technological, and administrative controls intended to support our cybersecurity and data governance framework, including protections designed to protect the confidentiality, integrity, and availability of our key information systems and customer, employee, partner, and other third-party information stored on those systems, such as access controls, encryption, data handling requirements, and other cybersecurity safeguards, and internal policies that govern our cybersecurity risk management and data protection practices;

- a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan that includes procedures for responding to cybersecurity incidents;

- cybersecurity risk assessment processes designed to help identify material cybersecurity risks to our critical systems, information, products, services, and broader enterprise IT environment;

- a security team responsible for managing our cybersecurity risk assessment processes and security controls;

- the use of external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls;

- annual cybersecurity and privacy training of employees, including incident response personnel and senior management, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information; and

- a third-party risk management process that includes internal vetting of certain third-party vendors and service providers with whom we may share data.

Over the past fiscal year, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents we have experienced from time to time, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, operating results, or financial condition.

We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate.

If we were to experience a material cybersecurity incident in the future, such incident may have a material effect, including on our operations, business strategy, operating results, or financial condition.

For more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the section titled “*Risk Factors*” in Part I, Item 1A of this Annual Report on Form 10-K.

Cybersecurity Governance

With oversight from our board of directors, the Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management, including relating to cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified risks, including risks relating to cybersecurity threats.

The Audit Committee has established the Enterprise Risk Management Working Group (“ERMWG”), comprising members of our senior management team and other senior leaders, to provide executive oversight of our enterprise risk management program.

Our Chief Security Officer (“CSO”) is a member of the ERMWG, and together with our Chief Information Security Officer (“CISO”) leads an ERMWG sub-working group related to cybersecurity, which meets periodically to review and discuss emerging and key risks relating to cybersecurity at the company, and to provide regular updates to the ERMWG.

The Audit Committee receives updates from the ERMWG and from members of management, including our CSO and CISO, on our cybersecurity risks at its quarterly meetings, and reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape.

In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity threats or incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to our board of directors regarding its activities, including those related to key cybersecurity risks, mitigation strategies, and ongoing developments, on a quarterly basis or more frequently as needed.

The board of directors also receives updates from our CSO and CISO on our cyber risk management program and other matters relating to our data privacy and cybersecurity approach, including risk mitigations to bolster and enhance our data protection and data governance framework.

Members of our board of directors receive presentations that include cybersecurity topics and the management of key cybersecurity risks from our CSO and CISO as part of the continuing education of our board of directors on topics that impact public companies.

Finally, our board of directors annually reviews and is required to approve our Global Information Security Program Policy and any changes recommended by our CSO.

Our management team, including our CSO and CISO, is responsible for assessing and managing our material risks from cybersecurity threats and for our overall cybersecurity risk management program on a day-to-day basis, and supervises both our internal cybersecurity personnel and the relationship with our retained external cybersecurity consultants.

Our CSO’s and CISO’s experience includes years of working in the cybersecurity field in various industries, including the financial services industry.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including through periodic ERMWG sub-working group meetings; briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

As a result of this strategy, we do not maintain a corporate [removed: headquarters,] [added: headquarters or principal executive offices,] but do maintain physical offices in [added: select] major cities around the world for purposes of collaboration and team building.

Substantially all of our executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in our offices or in various of our offices distributed around the world.

We hold all of our stockholder meetings virtually.

As of the close of business on February [removed: 14, 2023,] [added: 8, 2024,] there were [removed: 303] [added: 279] registered holders of record of our Class A common stock and [removed: 11] [added: 8] registered holders of record of our Class B common stock.

We are not obligated to pay any dividends on the Class A common stock or Class B common [removed: stock] [added: stock,] and we currently [removed: intend to retain all available funds and any future earnings for use in the operation of our business and] do not anticipate paying any dividends on our capital stock in the foreseeable future.

The graph below compares the cumulative total return to stockholders of our Class A common stock between April 14, 2021 (the date our Class A common stock commenced trading on the Nasdaq Global Select Market) and December 31, [removed: 2022] [added: 2023 relative] to the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Financial Services [removed: Index and] [added: Index,] the S&P North American Technology [removed: Index over] [added: Index, and] the [removed: same period.][added: price of Bitcoin.]

This graph assumes the investment of $100 in our Class A common stock at the closing sale price of $328.28 per share on April 14, 2021, and [removed: the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Financial Services Index, and the S&P North American Technology Index] [added: for each index] and assumes the reinvestment of dividends, if any.

[removed: ][added: ]

Historical Bitcoin prices are primarily based on data obtained from our platform.

Where such data is not available (e.g., during a platform outage), such data may sometimes be sourced from other third-party exchanges or data providers.

The following table contains information relating to the repurchases of our Class A common stock made by us in the three months ended December 31, 2023:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid per Share | | |

| October 1 – October 31, 2023 | | | | | | — | | | | | | $ | — | |

| November 1 – November 30, 2023 | | | | | | — | | | | | | — | | |

| December 1 – December 31, 2023 | | | | | | 4 | | | | | | 18.13 | | |

| | | | | | | 4 | | | | | | $ | 18.13 | |

___________________

(1)Represents shares of unvested Class A common stock that were repurchased by us from former employees upon termination of employment in accordance with the terms of the employees’ stock option agreements.

We repurchased the shares from the former employees at the respective original exercise prices.

None.

| [removed: [Report](#i09dd0fc586e04ef2bec2928a6bdd4977_1413)[s](#i09dd0fc586e04ef2bec2928a6bdd4977_1413) [of] [added: [Reports of] Independent Registered Public Accounting [removed: Firm](#i09dd0fc586e04ef2bec2928a6bdd4977_1413)] [added: Firm](#i325327992f724c83a9ea3f679eeb5225_28)] (Deloitte - PCAOB ID [removed: 34[)](#i09dd0fc586e04ef2bec2928a6bdd4977_76)] [added: 34[)](#i325327992f724c83a9ea3f679eeb5225_94)] | | | [removed: [124](#i09dd0fc586e04ef2bec2928a6bdd4977_1413)] [added: [121](#i325327992f724c83a9ea3f679eeb5225_28)] | | |

| [Consolidated Balance [removed: Sheets](#i09dd0fc586e04ef2bec2928a6bdd4977_16)] [added: Sheets](#i325327992f724c83a9ea3f679eeb5225_31)] | | | [removed: [127](#i09dd0fc586e04ef2bec2928a6bdd4977_16)] [added: [125](#i325327992f724c83a9ea3f679eeb5225_31)] | | |

| [Consolidated Statements of [removed: Operations](#i09dd0fc586e04ef2bec2928a6bdd4977_19)] [added: Operations](#i325327992f724c83a9ea3f679eeb5225_34)] | | | [removed: [128](#i09dd0fc586e04ef2bec2928a6bdd4977_19)] [added: [126](#i325327992f724c83a9ea3f679eeb5225_34)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of [removed: Comprehensive](#i09dd0fc586e04ef2bec2928a6bdd4977_22) [(](#i09dd0fc586e04ef2bec2928a6bdd4977_22)[Loss)](#i09dd0fc586e04ef2bec2928a6bdd4977_22) [Income](#i09dd0fc586e04ef2bec2928a6bdd4977_22) | | | [129](#i09dd0fc586e04ef2bec2928a6bdd4977_22) | | |][added: Comprehensive Income (Loss)]

[removed: | [Consolidated] [added: Consolidated] Statements of Changes in [removed: Convertible] Preferred Stock and Stockholders' [removed: Equity](#i09dd0fc586e04ef2bec2928a6bdd4977_25) | | | [130](#i09dd0fc586e04ef2bec2928a6bdd4977_25) | | |][added: Equity]

| [Consolidated Statements of Cash [removed: Flows](#i09dd0fc586e04ef2bec2928a6bdd4977_28)] [added: Flows](#i325327992f724c83a9ea3f679eeb5225_43)] | | | [removed: [131](#i09dd0fc586e04ef2bec2928a6bdd4977_28)] [added: [129](#i325327992f724c83a9ea3f679eeb5225_43)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i09dd0fc586e04ef2bec2928a6bdd4977_31) | | | [133](#i09dd0fc586e04ef2bec2928a6bdd4977_31) | | |][added: Notes to Consolidated Financial Statements]

We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc. (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of [removed: Operations, Comprehensive Income, Changes] [added: operations, comprehensive income (loss), changes] in [removed: Convertible Preferred Stock] [added: preferred stock] and [removed: Stockholders’ Equity,] [added: stockholders’ equity,] and [removed: Cash Flows,] [added: cash flows,] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 21, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Customer Crypto Assets, Crypto Assets [removed: Held] [added: Held,] and [removed: USDC -] [added: USDC-] Crypto Assets in Cold Storage — Refer to Notes 2, 9, and 10 to the financial statements

We have audited the internal control over financial reporting of Coinbase Global, Inc. (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022] [added: 2023] of the Company and our report dated February [removed: 21, 2023,] [added: 15, 2024,] expressed an unqualified opinion.

| | | | December 31, | | | | | | [added: December 31,] | | | | | | | | |

| | | | [removed: 2022] | | | | | | [removed: 2021] | | | [added: 2023] | | | | | | [added: 2022 | | | | | | 2021 | | |]

| Cash and cash equivalents | | | $ | [removed: 4,425,021] [added: 5,139,351] | | | | | $ | [removed: 7,123,478] [added: 4,425,021] | | | | | [added: $] | [added: 7,123,478] | |

| Restricted cash | | | [removed: 25,873] [added: 22,992] | | | | | | [removed: 30,951] [added: 25,873] | | | | | | [added: 30,951] | | |

| Customer custodial funds | | | [removed: 5,041,119] [added: 4,570,845] | | | | | | [removed: 10,617,552] [added: 5,041,119] | | | | | | | | |

| [removed: Customer] [added: Safeguarding customer] crypto [removed: assets(1)] [added: assets] | | | [removed: 75,413,188] [added: 192,583,060] | | | | | | [removed: —] [added: 75,413,188] | | | | | | | | |

| USDC | | | [removed: 861,149] [added: 576,028] | | | | | | [removed: 100,096] [added: 861,149] | | | | | | | | |

| Accounts and loans receivable, net of allowance | | | [removed: 404,376] [added: 361,715] | | | | | | [removed: 304,706] [added: 404,376] | | | | | | | | |

| Income tax receivable | | | [removed: 60,441] [added: 63,726] | | | | | | [removed: 61,231] [added: 60,441] | | | | | | | | |

| Prepaid expenses and other current assets | | | [removed: 217,048] [added: 148,814] | | | | | | [removed: 135,849] [added: 217,048] | | | | | | | | |

| Total current assets | | | [removed: 86,448,215] [added: 203,466,531] | | | | | | [removed: 18,373,863] [added: 86,448,215] | | | | | | | | |

| Crypto assets held | | | [removed: 424,393] [added: 449,925] | | | | | | [removed: 988,193] [added: 424,393] | | | | | | | | |

| Lease right-of-use assets | | | [removed: 69,357] [added: 12,737] | | | | | | [removed: 98,385] [added: 69,357] | | | | | | | | |

| Property and equipment, net | | | [removed: 171,853] [added: 192,550] | | | | | | [removed: 59,230] [added: 171,853] | | | | | | | | |

| [removed: Goodwill] [added: Balance, beginning of period] | | | [added: $ |] 1,073,906 | | | | | [added: $] | 625,758 | | [removed: | | | | | | |]

| Intangible assets, net | | | [removed: 135,429] [added: 86,422] | | | | | | [removed: 176,689] [added: 135,429] | | | | | | | | |

| [removed: Other] [added: Other] non-current [removed: assets | | | 1,401,720 | | |] [added: assets] | | | [removed: 952,307] | | | | | | | | |

| Total assets | | | $ | [removed: 89,724,873] [added: 206,982,953] | | | | | $ | [removed: 21,274,425] [added: 89,724,873] | | | | | | | |

| [removed: Liabilities, Convertible Preferred Stock] [added: Liabilities] and Stockholders’ Equity | | | | | | | | | | | | | | | | | |

| Customer custodial cash liabilities | | | $ | [removed: 4,829,587] [added: 4,570,845] | | | | | $ | [removed: 10,480,612] [added: 4,829,587] | | | | | | | |

| [removed: Customer] [added: Safeguarding customer] crypto [removed: liabilities(2)] [added: liabilities] | | | [removed: 75,413,188] [added: 192,583,060] | | | | | | [removed: —] [added: 75,413,188] | | | | | | | | |

| Accounts payable | | | [removed: 56,043] [added: 39,294] | | | | | | [removed: 39,833] [added: 56,043] | | | | | | | | |

| Accrued expenses and other current liabilities | | | [removed: 331,236] [added: 447,050] | | | | | | [removed: 439,559] [added: 331,236] | | | | | | | | |

| [Notes to Consolidated Financial Statements](#i325327992f724c83a9ea3f679eeb5225_46) | | | [130](#i325327992f724c83a9ea3f679eeb5225_46) | | |

Critical Audit Matters

Commitments and Contingencies - SEC complaint and legal actions by U.S. state securities regulators — Refer to Note 22 to the financial statements

The Securities and Exchange Commission (“SEC”) filed a complaint against the Company in 2023 alleging that the Company has acted as an unregistered securities exchange, broker, and clearing agency and has, through its staking program, offered and sold securities without registering its offers and sales.

Additionally, the Company is the subject of various legal actions initiated by U.S. state securities regulators.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the financial statements.

Because the outcome of these matters remains uncertain, the Company has not recorded or disclosed a loss contingency as of December 31, 2023.

An adverse resolution of the SEC’s complaint or legal actions initiated by U.S. state securities regulators could have a material impact on the Company’s business and financial statements.

We identified the evaluation of potential loss contingencies, and related disclosures, related to the SEC complaint and legal actions initiated by U.S. state securities regulators as a critical audit matter because auditing management's judgment in determining the probability and estimate of loss required significant auditor judgment.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the potential loss contingencies involving the SEC complaint and legal actions initiated by the U.S. state securities regulators included the following, among others:

- We tested the effectiveness of internal controls related to management's review of loss contingencies and approval of the accounting treatment and related disclosures.

- We inquired of the Company's internal and external legal counsel to understand the legal merits and the basis for the Company's conclusion specific to the likelihood of loss and the estimate of potential loss or range of loss, as applicable.

- We obtained and evaluated management's evaluation of the probability of loss and estimation of loss through inquiries, reading the court rulings and briefs prepared by management, and obtaining written responses from internal and external legal counsels.

- We evaluated events subsequent to December 31, 2023 that might impact our evaluation of the probability of loss, including any related accrual or disclosure.

- We obtained written representations from executives of the Company.

- We evaluated whether the Company's disclosures were consistent with our testing.

February 15, 2024

February 15, 2024

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Goodwill | | | 1,139,670 | | | | | | 1,073,906 | | | | | | | | |

| Preferred stock, $0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at December 31, 2023 and 2022, respectively | | | — | | | | | | — | | | | | | | | |

| Crypto asset impairment, net | | | | | | | | | | | | (34,675) | | | | | | 722,211 | | | | | | 153,160 | | |

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| Other operating expense, net | | | | | | | | | | | | 43,260 | | | | | | 74,593 | | | | | | 477,148 | | |

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February 21, 2023

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__________________

(1)Safeguarding assets

The accompanying notes are an integral part of these consolidated financial statements.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other operating expense, net | | | | | | | | | | | | | | | 796,804 | | | | | | 630,308 | | | | | | 124,622 | | |

(In thousands)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2020 | | | 114,959 | | | | | | $ | 564,697 | | | | | | | | 66,994 | | | | | | $ | — | | | | | $ | 93,820 | | | | | $ | (721) | | | | | $ | 403,987 | | | | | $ | 497,086 | | | | |

| Repurchase of equity awards | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (1,930) | | | | | | — | | | | | | — | | | | | | (1,930) | | | | | |

Consolidated Statements of Cash Flows

| (Gain) loss on disposal of property and equipment | | | (58) | | | | | | 1,425 | | | | | | 355 | | |

| Purchase of property and equipment | | | (2,933) | | | | | | (2,910) | | | | | | (9,913) | | |

| Proceeds from sale of property and equipment | | | 83 | | | | | | 31 | | | | | | — | | |

| Proceeds from settlement of investments | | | 1,551 | | | | | | 5,159 | | | | | | 303 | | |

| Cash paid to repurchase equity awards | | | — | | | | | | — | | | | | | (1,930) | | |

| Issuance of shares from exercise of warrants | | | — | | | | | | 433 | | | | | | — | | |

| Unsettled purchases of property and equipment | | | $ | — | | | | | $ | 808 | | | | | $ | — | |

| Redemption of investments with non-cash consideration | | | 5,000 | | | | | | — | | | | | | — | | |

The Company operates globally and is a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy.

The Company offers consumers the primary financial account for the cryptoeconomy, institutions a state of the art marketplace with a deep pool of liquidity for transacting in crypto assets, and developers technology and services that enable them to build crypto-based applications and securely accept crypto assets as payment.

*Changes in presentation*

During the fourth quarter of 2022, the Company elected to change its presentation for deposits in transit from payment processors and financial institutions, which are related to customer transactions.

Under the new presentation, these funds are included in customer custodial funds, whereas previously they were presented within the accounts and loans receivable, net of allowance financial statement line item.

The change allows the Company to present cash and deposits in transit as customer custodial funds held for the exclusive benefit of customers, which the Company holds to meet its obligations for customer deposits at period end.

Additionally, the Company made a change in its presentation of customer custodial cash liabilities from operating activities, to present them as financing activities within its consolidated statements of cash flows.

Comparative amounts have been recast to conform to current period presentation.

These recasts had no impact on the consolidated statements of operations, consolidated statements of comprehensive income or consolidated statements of changes in convertible preferred stock and stockholders' equity.

The following tables present the effects of the changes in presentation within the consolidated balance sheets and statements of cash flows (in thousands):

| | | | | | | | | | | | | | | | As Previously Reported | | | | | | Adjustment | | | | | | As Adjusted | | |

| Customer custodial funds | | | | | | | | | | | | | | | $ | 10,526,233 | | | | | $ | 91,319 | | | | | $ | 10,617,552 | |

| Accounts and loans receivable, net of allowance | | | | | | | | | | | | | | | 396,025 | | | | | | (91,319) | | | | | | 304,706 | | |

| Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our management, with the participation and supervision of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2022.][added: 2023.]

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Rule 10b5-1 Trading Plans

The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) (“Section 16 officers”) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”).

During the three months ended December 31, 2023, one of the Company’s Section 16 officers adopted a Rule 10b5-1 Plan.

Additionally, during the three months ended December 31, 2023, entities affiliated with one of the Company’s directors adopted prearranged trading plans intended by such entities to qualify as Rule 10b5-1 Plans.

All such Rule 10b5-1 Plans were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.

On December 1, 2023, Alesia Haas, the Company’s Chief Financial Officer, entered into a Rule 10b5-1 Plan (the “Haas Plan”) providing for the potential sale of (a) up to 255,565 shares of Class A common stock owned by Ms. Haas and (b) the number of shares of Class A common stock necessary to cover the exercise price, taxes, commissions and fees associated with the exercise of up to 686,873 shares of Class A common stock pursuant to stock options owned by Ms. Haas, in each case, so long as the market price of the Class A common stock satisfies certain threshold prices specified in the Haas Plan, between an estimated start date of March 5, 2024 and December 31, 2024, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Haas Plan or the occurrence of certain events set forth therein.

On November 29, 2023, Andreessen Horowitz Fund Ill, L.P., Andreessen Horowitz Fund Ill-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund Ill-A, L.P., AH Parallel Fund III-B, L.P., AH Parallel Fund III-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the “Funds”), each of which is an affiliate of Marc Andreessen, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “a16z Plan”) providing for the potential distribution of up to 14,018,115 shares of Class A common stock owned by the Funds to the limited partners of the Funds (the “Distributions”), so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the a16z Plan, during the period beginning on January 2, 2024 and ending on May 26, 2024, such earlier date as the distribution of all shares specified in the a16z Plan is completed or the occurrence of certain events set forth therein.

On December 1, 2023, AH Capital Management, L.L.C., an affiliate of Mr. Andreessen, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “AH Capital Plan”) providing for the sale of any and all shares of Class A common stock received by AH Capital Management, L.L.C. in connection with the Distributions by the Funds, during the period beginning on January 2, 2024 and ending on May 26, 2024, such earlier date as sale of all shares specified in the AH Capital Plan is completed or the occurrence of certain events set forth therein.

None.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Consolidated Statements of Comprehensive [removed: (Loss)] Income [added: (Loss)]

Consolidated Statements of Changes in [removed: Convertible] Preferred Stock and Stockholders’ Equity

| 4.8 | | | | | | [Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit4810kq422.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-40289] | | | | | | [added: 4.8] | | | | | | [added: 2/21/2023] | | | | | | [removed: X] | | |

| 10.8† | | | | | | [Employment Agreement by and between the Registrant and [removed: Surojit Chatterjee,] [added: Paul Grewal,] dated February [removed: 24, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit107-sx1.htm)] [added: 11, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit108-sx1.htm)] | | | | | | S-1 | | | | | | 333-253482 | | | | | | [removed: 10.7] [added: 10.8] | | | | | | 2/25/2021 | | | | | | | | |

| 10.9† | | | | | | [Employment Agreement by and between the Registrant and [removed: Paul Grewal,] [added: Alesia J. Haas,] dated [removed: February 11, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit108-sx1.htm)] [added: March 29, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000167978822000031/exhibit101010kq42021.htm)] | | | | | | [removed: S-1] [added: 10-K] | | | | | | [removed: 333-253482] [added: 001-40289] | | | | | | [removed: 10.8] [added: 10.10] | | | | | | [removed: 2/25/2021] [added: 2/25/2022] | | | | | | | | |

| 10.10† | | | | | | [Employment Agreement by and between the Registrant and [removed: Alesia J. Haas,] [added: Emilie Choi,] dated [removed: March 29, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000167978822000031/exhibit101010kq42021.htm)] [added: April 8, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000167978822000031/exhibit101110kq42021.htm)] | | | | | | 10-K | | | | | | 001-40289 | | | | | | [removed: 10.10] [added: 10.11] | | | | | | 2/25/2022 | | | | | | | | |

| 10.11† | | | | | | [removed: [Employment] [added: [E](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit101110kq42023.htm)[m](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit101110kq42023.htm)[ployment] Agreement by and between the Registrant [removed: and Emilie Choi, dated April 8, 2021](https://www.sec.gov/Archives/edgar/data/1679788/000167978822000031/exhibit101110kq42021.htm)] [added: and](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit101110kq42023.htm) [Lawrence Brock, dated](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit101110kq42023.htm) [February 11, 2023](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit101110kq42023.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 001-40289] | | | | | | [removed: 10.11] | | | | | | [removed: 2/25/2022] | | | | | | [added: X] | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit21110k4q2022.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit21110kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche LLP, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit23110kq422.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit23110kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included on the signature [removed: page)](#i09dd0fc586e04ef2bec2928a6bdd4977_1527)] [added: page)](#i325327992f724c83a9ea3f679eeb5225_436)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit31110kq42022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit31110kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit31210kq42022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit31210kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit32110kq42022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit32110kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit32210kq42022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit32210kq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] is formatted in Inline XBRL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | Filed or Furnished Herewith | | |

| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | |

| 97.1 | | | | | | [C](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit97110kq42023.htm)[ompensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1679788/000167978824000022/exhibit97110kq42023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | Filed or Furnished Herewith | | |

| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.14† | | | | | | [Separation Agreement and Advisory Agreement, each by and between the Registrant and Surojit Chatterjee, and each dated November 30, 2022](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit1014-schaterjee.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the [removed: undersigned] [added: undersigned,] thereunto duly authorized.

| Date: February [removed: 21, 2023] [added: 15, 2024] | | | | | | | | |

| /s/ Brian Armstrong | | | | | | Chief Executive Officer and Chairman of the Board | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Alesia J. Haas | | | | | | Chief Financial Officer | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Jennifer N. Jones | | | | | | Chief Accounting Officer | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Marc L. Andreessen | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Frederick Ernest Ehrsam III | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Kathryn Haun | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Kelly Kramer | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Tobias Lütke | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Gokul Rajaram | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| /s/ Fred Wilson | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 15, 2024] | | |

| | | | | | | | | | | | | | | |