Coinbase Global (COIN) 10-K risk factor changes: FY2024 vs FY2023

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual [removed: Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes.][added: Report*]

Due to the highly volatile nature of the cryptoeconomy and the prices of crypto assets, [removed: which have experienced and continue to experience significant volatility,] our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptoeconomy.

- [removed: our dependence on offerings that are dependent on] crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, [removed: whose trading prices and volume] [added: which] can be highly volatile;

- our ability to attract, maintain, [added: grow,] and [removed: grow] [added: engage] our customer [removed: base] and [removed: engage our customers;][added: developer base;]

- [added: the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including] investments we make in the development of products and [removed: services] [added: services,] as well as technology offered to our developers, international expansion, and sales and marketing;

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

- adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal [removed: proceeding] [added: proceedings,] and enforcement-related costs;

- system [removed: failure,] [added: failures,] outages or interruptions, including with respect to our [removed: crypto] platform and third-party crypto networks;

- our lack of control over decentralized or third-party blockchains and networks that may experience downtime, [removed: cyber-attacks,] [added: cyberattacks,] critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses;

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, in the balance of USDC on our platform, in interest rates, and to our ongoing relationships with third parties, such as [removed: the issuer of USDC.][added: Circle.]

For our consumer trading product, we also charge a spread to ensure that we are able to settle purchases and sales at the [removed: price] [added: prices] we quote to customers.

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

[removed: While the value of crypto assets, including Bitcoin, increased towards the end of 2023, if] [added: If] the [removed: value of crypto assets] [added: price] and transaction volume [removed: do not continue to recover or] [added: of crypto assets] 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 condition and cause the price of our Class A common stock to decline.

The price and [removed: trading] [added: transaction] volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including:

- increased competition from other payment services or other crypto assets that [added: may] exhibit better speed, security, scalability, or other characteristics;

- legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including [removed: limitations] [added: limitations,] and prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns around the use of energy in Bitcoin and other proof-of-work mining activities;

- [removed: fees and] speed [added: and fees] associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto platforms;

- the liquidity and credit risk of other crypto [removed: platforms;][added: platforms and other participants of the cryptoeconomy;]

[removed: Since 2022, we have derived] [added: Our subscription and services revenue has grown over time to represent] a more meaningful amount of our [removed: net revenue from subscription and services] revenue, primarily due to [added: growth in] stablecoin revenue [added: received] in connection with [removed: USDC, than we have historically.][added: USDC.]

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we derived a meaningful amount of our net revenue from transaction fees generated in connection with the [removed: purchase, sale, and] trading of Bitcoin and Ethereum; these trading pairs drove approximately [removed: 54%] [added: 44%] and [removed: 55%] [added: 54%] of total Trading Volume on our platform during these periods, respectively.

[removed: As such, in] [added: In] addition to the factors impacting the broader cryptoeconomy described in this section, our revenue may be adversely affected if the markets for Bitcoin and Ethereum deteriorate or if their prices decline, including as a result of the following factors:

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

- disruptions, hacks, splits in the underlying networks also known as [removed: “forks”,] [added: “forks,”] attacks by malicious actors who control a significant portion of the networks’ hash rate such as double spend or 51% attacks, or other similar incidents affecting the Bitcoin or Ethereum blockchain networks;

- the ability to attract and retain [removed: developers and] customers [added: and developers] to use Bitcoin and Ethereum for payment, store of value, unit of accounting, and other intended uses and the absence of another supported crypto asset to attract and retain developers and customers for the same;

- [removed: development] [added: developments] in [removed: mathematics,] [added: mathematics and] technology, including in digital computing, algebraic geometry, and quantum computing that could result in the cryptography being used by Bitcoin and Ethereum becoming insecure or ineffective;

- laws and regulations affecting the Bitcoin and Ethereum networks or access to these networks, including a determination that either Bitcoin or Ethereum constitutes a [removed: security] [added: controlled] or [removed: other] [added: otherwise] regulated financial instrument under the laws of any jurisdiction.

Such revenue depends on a variety of factors, including demand for our subscription and services offerings, demand for USDC, the [added: overall USDC market capitalization, the] balance of USDC on our platform, interest rates, and ongoing relationships with third parties, such as [removed: the issuer of USDC.][added: Circle.]

If such factors are negatively impacted, our business, operating [removed: results] [added: 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 in connection with the development, [removed: operation] [added: operation,] and [removed: enhancements to] [added: enhancement of] our platform and products and the provision of our services.

For example, [removed: the issuer of USDC] [added: Circle] provides us with creation and redemption services for USDC, including the operational capabilities required for our USDC customer-facing services.

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

Identifying strategic relationships with third [removed: parties,] [added: parties] and negotiating and documenting relationships with them may be time-consuming and complex and may distract management.

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, [removed: may] [added: and could] adversely [removed: impact] [added: affect] our business, operating results, and financial condition.

Counterparties to any strategic relationship may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals, and may subject us to additional risks to the extent [added: any] such third party becomes the subject of negative publicity, faces its own litigation or regulatory challenges, or faces other adverse circumstances.

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

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

When short-term interest rates decline, our revenue derived from interest correspondingly [removed: declines, which negatively impacts our profitability.][added: declines.]

Many other crypto [removed: networks-ranging] [added: networks, ranging] from cloud computing to tokenized securities [removed: networks-have] [added: networks, have] only recently been established.

If these issues are not successfully addressed, or [removed: are unable to receive] [added: if these networks do not achieve] widespread adoption, it could adversely affect the underlying crypto assets;

Any weaknesses identified with a crypto asset could adversely affect its price, security, liquidity, and [removed: adoption.][added: adoption rate.]

*on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes.

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

- decentralized and non-custodial platforms; and

As regulations and compliance requirements in the United States become clearer, we may face increased competition from companies based in the United States.

Oral argument took place on January 17, 2024 and on March 27, 2024, the District Court denied in part and granted in part our motion for judgment on the pleadings.

Subsequently, on April 12, 2024, we and Coinbase, Inc. filed a motion with the District Court seeking certification of an interlocutory appeal to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”).

The District Court granted that motion on January 7, 2025 and stayed proceedings in the District Court.

On January 17, 2025, we and Coinbase, Inc. filed a petition for permission to appeal to the Court of Appeals.

W.J. Howey Co.* and whether any given crypto asset, product, or service is a note in the 1990 Supreme Court case *Reves v.

Ernst & Young*.

The legal tests for determining whether any given crypto asset, product, or service is a security requires a highly complex, fact-driven analysis.

Furthermore, in our view, statements by the SEC and its staff have appeared contradictory at times.

As noted above, whether any given crypto asset, product or service would be ultimately deemed by a federal court to be a security is uncertain and difficult to predict.

applicable, of such assets, products or services.

For additional information see the risk factor above titled “*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 adversely affect our business, operating results, and financial condition.*”

and costly for us to address.

To mitigate the risks associated with the loss or theft of keys, we utilize both hot wallets and cold wallets in our custodial solutions.

We actively manage wallet balances and generally seek to hold no more than 2% of custodied assets in hot wallets at any given time.

Cold wallet private key materials are stored and secured at facilities within the United States and internationally.

We store the substantial majority of our own crypto asset holdings utilizing the same storage solutions that we provide to our customers.

In limited cases, we use storage solutions not offered to our customers to store immaterial amounts of crypto held for corporate purposes outside of our core custodial product offerings.

Additionally, our CBAM offering utilizes both Coinbase and third parties as custodians.

At all times, we hold corporate assets in excess of the total amount of assets held in our hot wallets.

Similar to most financial institutions, the total customer assets on our platform, such as those assets held in cold storage, are substantially more than our corporate assets and available insurance.

While we have for years maintained, and continue to maintain, a commercial crime insurance policy, which has a one-year term without automatic renewals, in the event of a loss from our cold wallets, our assets may be insufficient to cover amounts that exceed our insurance coverage.

We may be liable for such uninsured losses where we are required to reimburse customers, and such liability could adversely affect our business, operating results, and financial condition.

Our operating expenses may increase in the future as we continue to grow our business.

If we are

We have experienced, and may experience in the future, periods of significant growth.

Our products, services and educational offerings incorporate a holistic, customer-centric set of digital engagement practices, including educational content and notifications, which are designed, in part, to promote financial literacy and awareness and to provide customers with guidance and information to help them make better informed decisions about their crypto activity.

Certain jurisdictions have proposed or are considering laws and regulations regarding conflicts of interest associated with the use of predictive data analytics, digital engagement practices, and similar technologies by broker-dealers, investment advisers and/or other securities market participants.

For example, in July 2023 the SEC proposed rules (the “July 2023 Rule Proposals”) that would impose new obligations on broker-dealers and investment advisers registered, or required to be registered, with the SEC with respect to conflicts of interest associated with the use of predictive data analytics and similar technologies when interacting with investors.

We do not believe that the July 2023 Rule Proposals, if adopted as proposed, would apply to our business, although the SEC has alleged in the June 2023 SEC Complaint that we have acted as an unregistered broker.

If the July 2023 Rule Proposals were to be adopted (as proposed or otherwise) and found to apply to our business, or if similar rules were to be adopted and found to apply to our business in any other jurisdiction in which we operate, we may be required to modify, limit, or discontinue our use of certain technologies and features used in connection with our products and services and/or to change the way that we interact with existing and prospective customers.

The adoption of such laws or regulations in the jurisdictions in which we operate could, if they are deemed to apply to our business, adversely affect our business, operating results, and financial condition.

material assets or operations to meet our debt and other obligations.

Bitcoin and other crypto assets, which have experienced significant fluctuations, the amount of liquidity in the markets, and other factors.

or harmful changes to the underlying smart contract.

The effect of such a fork would be the

Risk Factors

Our operating results are dependent on crypto assets and the broader cryptoeconomy.

- our ability to control costs, including our operating expenses incurred to grow and expand our operations and to remain competitive;

For instance, in 2017, the value of certain crypto assets, including Bitcoin, experienced steep increases in value, and our customer base expanded worldwide.

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 adversely affected our net revenue and operating results.

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

While the value of Bitcoin and Ethereum moderately recovered in 2023, if the value of Bitcoin and Ethereum do not continue to recover or decline in the future, our business and operating results could be adversely affected.

events that occur after a specific period of time and reduces the block reward earned by miners;

- the migration of Ethereum to a proof-of-stake model;

Moreover, our subscription and services revenue has grown over time, including stablecoin revenue received in connection with USDC.

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

several foreign jurisdictions have or are likely to impose the Funds Travel Rule and the Funds Transfer Rule (commonly referred to collectively as the Travel Rule) on financial service providers in the cryptoeconomy.

For example, the requirements of privacy and data protection laws in the European Union, United States, and elsewhere are typically founded on the premise of centralized, data-controller-based data processing, and require fulfilling, among other things, individual rights to access or delete one’s data.

This creates unique compliance challenges given the nature of blockchain’s peer-to-peer network architecture, lack of centralized control, immutability, and perpetual data storage.

Moreover, in October 2021, the President’s Working Group on Financial Markets, the Federal Deposit Insurance Corporation (“FDIC”), and the Office of the Comptroller of the Currency, issued a joint report that recommended legislation that would subject stablecoin issuers and wallet providers to increased federal oversight.

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.

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”).

We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on crypto-based services.

Additionally, due to the broad nature of our products and services, we also compete with, and expect additional competition from, digital and mobile payment companies and other traditional financial services companies.

These platforms are typically not as easy to use as our platform, and some lack the speed and liquidity of centralized platforms, but various innovative models and incentives have been designed to bridge the gap.

In addition, such platforms have low startup and entry costs as market entrants often remain unregulated and have minimal operating and regulatory costs.

A significant number of decentralized

platforms have recently been developed and released, including on Ethereum, Tron, Polkadot, and Solana, and many such platforms have experienced significant growth and adoption.

New

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 scope, determination, and impact of claims, lawsuits,

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

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

Furthermore, the SEC’s views in this area have evolved over time, and, at times, have appeared contradictory.

There is currently no certainty under the SEC’s application of the applicable legal test as to whether particular crypto assets, products or services are not securities.

ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing, as applicable, of such assets, products or services.

In June 2023, the SEC filed the June 2023 SEC Complaint.

Additionally, in June 2023, we and Coinbase, Inc. became the subject of the State Staking Actions.

For example, on February 24, 2021, the U.S. Federal Reserve’s payments network experienced an outage, which had the potential to result in reduced functionality for certain of our products.

The following discussion and analysis [removed: contain] [added: contains] forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

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*] [added: its consolidated*] *subsidiaries.* [added: *For all narrative provided in this Item 7, two numbers presented consecutively represent figures for the year ended December 31, 2024 as compared to the year ended December 31, 2023, respectively, unless otherwise noted.]

For the year ended December 31, [removed: 2022,] [added: 2024,] our net revenue was [removed: $3.1] [added: $6.3] billion, including [removed: $2.4] [added: $4.0] billion in transaction revenue and [removed: $0.8] [added: $2.3] billion in subscription and services revenue.

For the year ended December 31, [removed: 2022,] [added: 2024,] our net [removed: loss] [added: income] was $2.6 billion and Adjusted EBITDA was [removed: negative $0.4] [added: $3.3] billion.

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

| Trading Volume *(in billions)* | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $ | [removed: 468 | | | | | $ | 830] [added: 1,162] | | | | | $ | [removed: 1,671 | | | | | (44) |] [added: 468] | | | | | [removed: (50)] [added: 148] | | |

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

[removed: *Monthly] [added: Monthly] Transacting [removed: Users*][added: Users]

[removed: MTUs presented for] [added: (1)Represents] the [removed: end] [added: annual average MTUs, calculated as the average] of [removed: a quarter] [added: quarterly MTUs, which] are [added: derived from] the average of each month’s MTUs in each respective quarter.

Revenue-generating transactions include active [removed: transactions] [added: transactions,] such as buying or selling crypto assets or passive transactions such as earning [removed: a] staking [removed: reward.][added: rewards and USDC rewards.]

MTUs also engage in transactions that are non-revenue [removed: generating] [added: generating,] such as [removed: send] [added: consumers sending] and [removed: receive.][added: receiving crypto assets between wallets and off-platform accounts on a non-expedited basis.]

[removed: *Trading Volume*][added: Trading Volume]

We define [removed: “Trading Volume”] [added: Trading Volume] as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement.

Generally, Trading Volume on our platform is primarily influenced by [added: overall market dynamics, namely] the price of crypto assets, crypto asset volatility, and macroeconomic [removed: conditions.][added: conditions, and by our share of total crypto market spot trading volume.]

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

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

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

| Bitcoin | | | | | | | | | | | | | | | | | | | | | [removed: 34] [added: 32] | | % | | | | [removed: 29] [added: 34] | | % | | | | [removed: 24] | | [removed: %] | | | | [removed: 17] [added: (6)] | | | | | | [removed: 21] | | |

| Ethereum | | | | | | | | | | | | | | | | | | | | | [removed: 20] [added: 12] | | | | | | [removed: 25] [added: 20] | | | | | | [removed: 21] | | | | | | [removed: (20)] [added: (40)] | | | | | | [removed: 19] | | |

| USDT(1) | | | | | | | | | | | | | | | | | | | | | [removed: 11] [added: 13] | | | | | | [removed: nm] [added: 11] | | | | | | [removed: nm] | | | | | | [removed: nm] [added: 18] | | | | | | [removed: nm] | | |

| Other crypto [removed: assets] [added: assets(2)] | | | | | | | | | | | | | | | | | | | | | [removed: 35] [added: 43] | | | | | | [removed: 46] [added: 35] | | | | | | [removed: 55] | | | | | | [removed: (24)] [added: 23] | | | | | | [removed: (16)] | | |

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

| Bitcoin | | | | | | | | | | | | | | | | | | | | | [removed: 35] [added: 30] | | % | | | | [removed: 29] [added: 35] | | % | | | | [removed: 25] | | [removed: %] | | | | [removed: 21] [added: (14)] | | | | | | [removed: 16] | | |

| Ethereum | | | | | | | | | | | | | | | | | | | | | [removed: 17] [added: 13] | | | | | | [removed: 22] [added: 17] | | | | | | [removed: 21] | | | | | | [removed: (23)] [added: (24)] | | | | | | [removed: 5] | | |

| Other crypto [removed: assets] [added: assets(1)] | | | | | | | | | | | | | | | | | | | | | [removed: 48] [added: 57] | | | | | | [removed: 49] [added: 48] | | | | | | [removed: 54] | | | | | | [removed: (2)] [added: 19] | | | | | | [removed: (9)] | | |

[removed: (2)Figures] [added: (1)Figures] presented above may not sum precisely due to rounding.

[removed: Revenue][added: | Revenue: | | | | | | | | | | | | | | | | | | | | | | | |]

[added: For the years ended December 31, 2024 and 2023 we generated 83% and 88%, respectively, of total revenue in the U.S.] No other country accounted for more than 10% of [removed: our] total revenue during the [removed: periods] [added: years] presented.

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 [added: the impact of] changes in institutional Trading Volume.

[removed: Operating expenses][added: | Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |]

For example, if interest income and stablecoin revenue increase as a percentage of [removed: net] [added: total] revenue, transaction expenses as a percentage of [removed: net] [added: total] revenue will decrease as there are no transaction expenses directly attributed to these revenues.

Conversely, if blockchain rewards increase as a percentage of [removed: net] [added: total] revenue, transaction expenses as a percentage of [removed: net] [added: total] revenue will increase since the majority of blockchain rewards revenue is distributed to the customer.

[removed: *Technology] [added: Technology] and [removed: development*][added: development]

[removed: *Sales] [added: Sales] and [removed: marketing*][added: marketing]

[removed: *General] [added: General] and [removed: administrative*][added: administrative]

[removed: *Crypto] [added: | Crypto] asset impairment, [removed: net*][added: net | | | — | | | | | | — | | | | | | (34,675) | | | | | | (1) | | |]

[removed: *Restructuring*][added: Restructuring]

For [removed: more information,] [added: additional information on the adoption of SAB 122,] see *Note [removed: 3.][added: 2.]

[removed: Restructuring*] [added: Restructuring*,] of the Notes to our [removed: consolidated financial statements] [added: Consolidated Financial Statements] included in Part II, Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for additional details.]

[removed: *Other] [added: | Other] operating expense, [removed: net*][added: net | | | 7,933 | | | | | | — | | | | | | 10,260 | | | | | | — | | |]

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 15, 2024, which is incorporated by reference herein.*

[Table](#ifacd1696082f4978a998317156e9f2b9_7) [of](#ifacd1696082f4978a998317156e9f2b9_7) [Contents](#ifacd1696082f4978a998317156e9f2b9_7)

During 2024, we made progress against our goals of driving revenue growth, crypto utility, and regulatory clarity.

We advanced the crypto economy by deepening institutional adoption, scaling international growth, and expanding real-world utility.

Our investments in core products like derivatives and Coinbase One, as well as our focus on global expansion drove revenue growth, while innovations such as USDC rewards showcased the power of onchain finance.

For 2025, we believe that we are well-positioned to drive revenue growth across all macroeconomic environments, and we remain committed to advancing regulatory clarity.

Despite multiple Federal Funds Rate decreases in late 2024, future interest rate decreases are not certain.

If they continue, they may materially impact our subscription and services and other revenue.

We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses.

Additionally, we expect sales and marketing expenses to grow, as compared to the fourth quarter of 2024, primarily due to expected higher USDC rewards expense and variable non-brand marketing spend.

| | | | 2024 | | | | | | 2023 | | | | | | % | | |

| MTUs(1) *(in millions)* | | | 8.4 | | | | | | 7.4 | | | | | | 14 | | |

| Assets on Platform(2) *(in billions)* | | | $ | 404 | | | | | $ | 191 | | | | | 112 | | |

| Net income *(in millions)* | | | $ | 2,579 | | | | | $ | 95 | | | | | nm | | |

| Adjusted EBITDA(3) *(in millions)* | | | $ | 3,348 | | | | | $ | 978 | | | | | 242 | | |

_____________

Quarterly MTUs for the fourth quarter of 2024 and 2023, were 9.7 million and 7.0 million, respectively.

(2)Represents Assets on Platform at December 31.

(3)In the first quarter of 2024, we revised our definition of Adjusted EBITDA and recast the prior period for comparability.

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MTUs increased for the year ended December 31, 2024 as compared to 2023, primarily due to a 1.3 million increase in trading users, influenced by overall crypto market sentiment and activity and higher average crypto asset prices.

Additionally, we saw growth in users participating in our USDC rewards programs, offset in part by a decrease in staking only users as a result of updates we made to our staking service.

Assets on Platform

As a result of our decision to adopt SAB 122 as of December 31, 2024 on a retrospective basis, we will include an Assets on Platform (“AOP”) key business metric going forward to expand upon the details of the assets we are obligated to securely store.

We define AOP as the total United States (“U.S.”) dollar equivalent value of USDC and crypto assets held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement.

Prior to SAB 122 adoption, SAB 121 safeguarding amounts included assets for which customers held full or partial keys.

As customers are in control of those assets, we exclude them from our definition of AOP.

AOP 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.

AOP also represents our monetization opportunity for subscription products and services, including from the adoption and use of USDC, staking, custody, Prime Financing, and Coinbase One.

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

Summary of Significant Accounting Policies—Change in accounting principle*, of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The following table sets forth the value of AOP by asset (in thousands, except percentages):

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

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

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | % | | |

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

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

| Bitcoin | | | $ | 235,377,653 | | | | | | | | | | | $ | 89,864,637 | | | | | | | | 162 | | % |

| Ethereum | | | 54,209,118 | | | | | | | | | | | | 39,762,180 | | | | | | | | | 36 | | % |

| Solana | | | 21,297,761 | | | | | | | | | | | | 12,906,278 | | | | | | | | | 65 | | % |

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.

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | |

| MTUs *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7.0 | | | | | | 8.3 | | | | | | 11.2 | | | | | | (16) | | | | | | (26) | | |

| Net income (loss) *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 95 | | | | | $ | (2,625) | | | | | $ | 3,624 | | | | | 104 | | | | | | (172) | | |

| Adjusted EBITDA(1) *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 964 | | | | | $ | (371) | | | | | $ | 4,090 | | | | | 360 | | | | | | (109) | | |

___________________

MTUs presented as of the end of a year represent the MTUs for the last quarter of that year.

The annual average MTUs for the years ended December 31, 2023, 2022, and 2021, were 7.4 million, 8.8 million and 8.4 million, respectively.

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.

Our Trading Volume in future periods will depend on the relative availability and adoption of Bitcoin, Ethereum, and other crypto assets.

| | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | | | | |

| Consumer | | | | | | | | | | | | | | | | | | | | | $ | 75 | | | | | $ | 167 | | | | | $ | 535 | | | | | (55) | | | | | | (69) | | |

| Institutional | | | | | | | | | | | | | | | | | | | | | 393 | | | | | | 663 | | | | | | 1,136 | | | | | | (41) | | | | | | (42) | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 468 | | | | | $ | 830 | | | | | $ | 1,671 | | | | | (44) | | | | | | (50) | | |

| Transaction revenue by crypto asset: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

The first was the de-pegging of $LUNA which contributed to an approximately 60% crypto market capitalization decline in the second quarter of 2022 and ultimately 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 drove additional credit related bankruptcies.

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

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

During the year ended December 31, 2023, no asset other than Bitcoin, Ethereum, and USDT individually represented more than 10% of our Trading Volume and no asset other than Bitcoin and Ethereum individually represented more than 10% of our transaction revenue.

During the year ended December 31, 2022, no asset other than Bitcoin or Ethereum individually represented more than 10% of either our Trading Volume or transaction revenue.

Components of Results of Operations

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

These [removed: assets] [added: assets, liabilities,] 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 [removed: equivalents,] [added: equivalents and] customer custodial [removed: cash] [added: funds] and from our arrangement with [removed: the issuer of USDC.][added: Circle Internet Financial (“Circle”).]

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

[removed: Our cash and cash equivalents] [added: These funds] consist of [added: cash deposits and] money market [removed: funds denominated in U.S. dollars and cash deposits,] [added: funds,] and therefore the fair value of our [removed: cash,] cash [removed: equivalents,] and [added: 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 [removed: balances] [added: balances, especially the cash equivalents,] may be significantly impacted.

A hypothetical [removed: 500] [added: 200] basis points increase or decrease in average interest rates applied to our average month end [added: cash equivalents] balances for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022, which corresponds closely to the increase of the Federal Funds Rate since early 2022,] [added: 2023,] would have resulted in [removed: a $307.3] [added: an impact of $165.8] million and [removed: $270.6 million increase or decrease,] [added: $122.9 million,] respectively, [removed: in] [added: on] interest earned on [removed: cash, cash equivalents, and customer custodial] [added: these] funds.

We also earn stablecoin revenue from an arrangement with [removed: the issuer of USDC.][added: Circle.]

Interest income is earned [added: by Circle] on USDC reserve [removed: balances.][added: balances held.]

[removed: The issuer of USDC] [added: Circle] reported that, as of December 31, [removed: 2023,] [added: 2024,] underlying reserves were held in [added: cash within segregated accounts titled for the benefit of USDC holders and a government money market fund that held] cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase [removed: agreements within segregated accounts for the benefit of USDC holders,] [added: agreements,] and therefore the fair value of these balances would not be significantly affected by either an increase or a decrease in interest rates.

A hypothetical [removed: 500] [added: 200] basis points increase or decrease in average interest rates applied to daily USDC reserve balances held [removed: would have resulted in a $735.5 million increase or decrease in stablecoin revenue] [added: by Circle] for the [removed: year] [added: years] ended December 31, [removed: 2023] [added: 2024] and [removed: a $685.7 million increase or decrease] [added: 2023, would have resulted] in [added: an impact of $387.8 million and $294.2 million, respectively, on] stablecoin [removed: revenue for the year ended December 31, 2022.][added: revenue.]

[removed: *Foreign] [added: Foreign] currency transaction [removed: risk*][added: risk]

Our foreign currency exposure is primarily related to transactions denominated in Euros and British Pounds attributable to cash and cash equivalents, customer custodial [added: funds and customer custodial fund liabilities, and 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 [added: and cash flows] as a result of [added: changes in foreign currency exchange rates, including from] gains or losses on the settlement and the remeasurement of monetary assets and liabilities denominated in foreign currencies that are not the functional currency of the respective entity.

[removed: See the section titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison] [added: Other (Income) Expense, Net*] of the [removed: years ended December 31, 2023, 2022, and 2021—Other (income) expense, net*”] [added: Notes to our Consolidated Financial Statements included] in Part II, Item [removed: 7] [added: 8] of this Annual Report on Form 10-K for [removed: a discussion of foreign exchange] losses [removed: during] [added: on foreign exchange, net for] the years ended December 31, [removed: 2023, 2022,] [added: 2024] and [removed: 2021.][added: 2023.]

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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] it would not have a material impact on our financial results.

[removed: *Foreign] [added: Foreign] currency translation [removed: risk*][added: risk]

See [removed: the consolidated statements] [added: our Consolidated Statements] of [removed: comprehensive] [added: 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, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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.

We have exposure to derivatives [removed: and related hedges] measured [added: and recorded] at fair value.

Market risk on derivatives is the exposure created by potential fluctuations in market prices and other factors and is a function of the type of derivative product, the volume of transactions, the tenor and terms of the [removed: agreement] [added: agreement,] and the underlying volatility.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] a [added: hypothetical] 10% increase or decrease in the fair value of [removed: any of our derivative positions, individually or in the aggregate,] [added: these Other Derivatives positions] would not have a material impact on our [removed: financial results.][added: Consolidated Financial Statements.]

For more information on our [removed: derivatives and related hedges measured at fair value,] [added: derivatives,] see *Notes [removed: 2.*][added: 2.]

[removed: *Summary] [added: Summary] of Significant Accounting [removed: Policies*, *6.][added: Policies—Derivative contracts*, *4.]

Accounts [removed: and Loans] Receivable, [removed: Net of Allowance*, *11.][added: Net, 11.]

[removed: Derivatives*,] [added: Derivatives*] of the Notes to our [removed: consolidated financial statements] [added: Consolidated Financial Statements] included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our strategic equity investments in privately held companies were [removed: $343.0] [added: $374.2] million and [removed: $326.7] [added: $343.0] million, respectively.

[removed: We record all adjustments] [added: Adjustments] to the fair value of our investments [removed: through our consolidated statements of operations under other] [added: are recorded in Other] (income) expense, [removed: net.][added: net in our Consolidated Statements of Operations.]

During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we recognized [added: immaterial] impairment expense [removed: of $29.4 million and $101.4 million] related to our strategic investments in privately held [removed: companies, respectively.][added: companies.]

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

Summary of Significant Accounting [removed: Policies*] [added: Policies—Investments*] and [removed: *11.][added: *13.]

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

Market [removed: price risk] [added: Risk] of [removed: crypto assets][added: Crypto Assets]

We also generate a large portion of our total revenue from [removed: non-transaction-based services, such as staking] [added: our subscription products] and [removed: custody,] [added: services,] and such revenue has grown over time.

In particular, our future profitability may depend upon the market price of [removed: Bitcoin and] [added: Bitcoin,] Ethereum, [added: and Solana,] as well as other crypto assets.

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

A decline in the market price of Bitcoin, [removed: Ethereum] [added: Ethereum, Solana,] and other crypto assets has [added: in the past] had and could in the future have an adverse effect on our [removed: earnings, the carrying value of our crypto assets,] [added: earnings] and our future cash flows.

This may also affect our liquidity and [removed: our] ability to meet [removed: our] ongoing obligations.

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

The Federal Reserve has adjusted the Federal Funds Rate significantly in recent years in an effort to control inflation, raising it from a low of under 0.1% as of March 2022 to a peak of 5.33% from July 2023 to September 2024, followed by declines to arrive at 4.33% as of December 31, 2024.

This activity reflects an increase of over 500 basis points, followed by a decrease of nearly 100 basis points, and as a result, we believe additional significant changes in interest rates are reasonably possible.

The gross increase between December 31, 2022 and December 31, 2024, a period which we currently deem to be a reasonable proxy for near term future changes in interest rates, was approximately 200 basis points.

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No such instruments were outstanding as of December 31, 2024 and 2023 or during the year ended December 31, 2024.

See *Note* *16.

Our international operations expose us to exchange rate fluctuations otherwise.

Such fluctuations could have a material impact on our future results of operations and cash flows, the impact of which is difficult to predict as it depends on many factors that we cannot forecast with reliable accuracy, including the volume and nature of our transactions and the particular currencies in which these transactions are denominated.

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In addition to the exposures described above, we hold crypto assets for various reasons.

As of December 31, 2024, we held the following crypto assets: $1.6 billion held for investment; $261.1 million that were borrowed; $82.8 million held for operations; and $767.5 million held as collateral.

In addition, as of December 31, 2024, customers had pledged $178.6 million of crypto assets that are not recognized as collateral.

See *Note 2.

Summary of Significant Accounting Policies* of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion of these different categories of assets.

Beginning on January 1, 2024, as a result of our adoption of ASU 2023-08, we changed how we value and present crypto assets held in our Consolidated Balance Sheets and thus there are no comparable figures reported in our Consolidated Balance Sheets as of December 31, 2023.

However, prior to adoption, we classified our crypto assets held according to these same categories and have utilized these balances in preparing the following disclosures.

Crypto assets held for investment are primarily held long term, and historically, we have not attempted to reduce our market risk exposure associated with these crypto assets.

Crypto asset prices have been volatile, as demonstrated by the one year historical volatility of Bitcoin and Ethereum of approximately 50% implied from the annualized standard deviation of daily price returns observed in the past 24 months.

A hypothetical 50% increase or decrease in crypto assets prices as of December 31, 2024 and 2023 would result in a $776.5 million and $514.0 million impact, respectively, to the value of our Crypto assets held for investment and would have, under ASU 2023-08, been recorded as a gain or loss in our Consolidated Statements of Operations.

Our market risk exposure on all remaining categories of crypto assets that we hold is limited, either due to their short-term nature or to naturally offsetting positions.

Crypto assets held for operations are received as a form of payment and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately, and therefore are subject to limited market risk.

A hypothetical 10% increase or decrease in crypto asset prices applied to the value of our Crypto assets held for operations as of December 31, 2024 and 2023, and applied to the simple average of our gross inflows and outflows of

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these assets for their weighted average period outstanding during 2024, would not have a material impact on our Consolidated Financial Statements.

Our market risk exposure on Crypto assets borrowed and Crypto assets held as collateral is limited through naturally offsetting positions of the crypto asset borrowings and obligation to return crypto asset collateral which contain embedded derivatives that are remeasured each reporting period.

See —*Borrowings and related collateral derivative positions* below.

Similarly, we do not have market risk exposure on crypto assets received but not recognized as collateral as we are obligated to return that collateral.

Market Risk of Derivatives

Strategic derivative positions

In certain market conditions, we may opportunistically employ derivative strategies within a disciplined risk management framework to attempt to hedge our exposure to foreign currency or crypto assets held for investment.

We did not have any such positions as of December 31, 2024 or 2023.

Our remaining derivative positions, including all of those held during the periods presented, arise from our operations and reflect a strategy of largely mitigating these remaining exposures through naturally offsetting positions, regardless of whether hedge accounting is achieved.

See below for a discussion of these derivatives.

Borrowings and related collateral derivative positions

Our market risk exposure on derivative crypto asset borrowings and obligations to return crypto asset collateral (when combined with their host contracts, “Gross Financing Derivatives”) is naturally offset, at least in part, by the associated non-derivative crypto assets borrowed, crypto assets held as collateral, and crypto asset loan receivables originated with borrowed assets, all of which are recorded and held at fair value.

The following table summarizes our Gross Financing Derivatives and net exposures after considering the naturally offsetting non-derivative positions, related to our crypto asset borrowings and associated collateral (“Net Financing Positions”) (in thousands):

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

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

| | | | December 31, | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

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.

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

It is difficult to predict the impact hedging activities would have on our results of operations.

Additionally, the volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.

Our international operations increase our exposure to exchange rate fluctuations and, as a result, such fluctuations could have a material impact on our future results of operations and cash flows.

Market volatility and other risks associated with derivatives

As of December 31, 2023, we had embedded derivative assets and embedded derivative liabilities as a result of entering into transactions to borrow crypto assets, which are recorded on the consolidated balance sheets.

We also had embedded derivative assets and embedded derivative liabilities for accounts and loans receivable and other payables denominated in crypto assets.

These embedded derivative assets and liabilities are recorded on the consolidated balance sheets in accrued expenses and other current liabilities and accounts and loans receivable, net of allowance, respectively.

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.

Prepaid Expenses and Other Current and Non-Current Assets*, *12.

Accrued Expenses and Other Current Liabilities*, and *15.

We record impairment charges on our crypto assets held when crypto asset prices decrease below the carrying value of these crypto assets.

As of December 31, 2023 and 2022, a 10% decrease in crypto asset prices would not have a material impact on our financial results.

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 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 [removed: assets, including trading, staking, safekeeping, spending, and fast, free global transfers.][added: assets.]

Onchain activities are interactions with the blockchain that [removed: 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 [removed: a suite of] products and services [removed: that are designed] to [removed: meet the distinct needs of our] three customer groups:

- [removed: Consumers - individual retail user] [added: Consumers: Retail] customers seeking to [removed: discover] [added: invest in] or trade crypto assets and engage [removed: in onchain activities.][added: onchain.]

- [removed: Institutions - businesses] [added: Institutions: Businesses] that include market makers, asset managers, hedge funds, banks, wealth platforms, registered investment advisors, payment platforms, and public and private corporations.

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

[removed: 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 [removed: agreement,] [added: agreement and privacy policy, and] satisfy the requirements of our robust know-your-customer (“KYC”) [removed: program, and have read our privacy policy.][added: program.]

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

[added: -] Simple [added: trade: Our simple] trading [removed: refers] [added: experience offers customers the ability] to [removed: buying] [added: buy, sell,] and [removed: selling] [added: convert] crypto assets using the basic interface of our platform, and includes value-added services such as fixed price quotes and recurring trades.

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

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

In August 2023, we entered into an updated arrangement with [removed: the issuer of USDC] [added: Circle] to (i) support [removed: USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars;] [added: USDC;] (ii) help drive long-term success of the stablecoin ecosystem; and (iii) [removed: continue to generate revenue through means other than transaction fees.][added: share in the economics of the reserves backing stablecoins in circulation both on and off our platform (the “Circle Agreement”).]

Certain blockchain protocols, such as [removed: Ethereum,] [added: Ethereum and Solana,] rely on staking to validate blockchain [removed: transactions.][added: transactions, an essential operation to these protocols’ operations and an alternative consensus mechanism to mining.]

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

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

In [removed: return,] [added: return for the services] we [added: provide, we] earn a [added: fixed percentage] commission on all staking rewards received.

Subject to jurisdiction, we support [removed: seven] [added: eight] staking assets through our platform for consumers as of December 31, [removed: 2023:] [added: 2024:] Cardano (ADA), [added: Avalanche (AVAX),] Cosmos (ATOM), Polkadot (DOT), Ethereum (ETH), MATIC (POL), Solana (SOL), and Tezos (XTZ).

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $9.4] [added: $15.2] billion worth of these assets were held on behalf of individual consumers staked through our platform, as adjusted to USD.

As of December 31, [removed: 2023,] [added: 2024,] over [removed: $7.4] [added: $8.1] billion worth of assets were staked by institutional customers through Coinbase Prime, as adjusted to USD.

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 [removed: amount earned by our stakers.][added: amount.]

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

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

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

For example, we serve as a custodian for several Bitcoin [added: and Ethereum] ETF issuers.

In [removed: January] 2024, the Securities and Exchange Commission (the “SEC”) approved 11 spot Bitcoin ETF applications, [added: nine of which partner with Coinbase, and nine Ethereum ETF applications,] eight of which [removed: are partnered] [added: partner] with Coinbase.

[removed: *Financing*][added: *Institutional financing*]

We offer integrated financing products and services to [removed: select institutions] [added: institutional customers] that meet our credit criteria to access liquidity for their hedging, trading, and working capital needs.

Customers can [added: also] link their Coinbase account to their Coinbase Wallet to [added: more easily] transfer assets between the two.

A benefit of Coinbase Wallet is that consumers have sole control over their private keys [removed: and] [added: and/or] seed phrase, which are stored directly on their mobile devices or personal storage accounts and not with a centralized [removed: exchange.][added: entity.]

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

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

We [removed: safeguard] [added: store] crypto assets using proprietary technology and operational processes.

Crypto assets are not insured or guaranteed by any government or government [removed: agency, however] [added: agency; however,] we have worked hard to [removed: safeguard] [added: securely store] our customers’ crypto assets and our own crypto assets for investment and operational purposes with legal and operational protections.

Additionally, with respect to Coinbase entities that provide cold storage custody services, such as Coinbase Custody Trust Company, [removed: LLC,] [added: LLC (“CCTC”) and Coinbase Custody International Limited,] crypto assets are held separately in dedicated addresses and ledgered using a proprietary combination of hardware security modules.

For Coinbase entities that provide crypto trading services, such as Coinbase, Inc., [added: crypto assets are held in an omnibus manner on the blockchain and 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 [removed: crypto reserves,] internal [removed: controls,] [added: controls] and reconciliation processes.

Moreover, our various user, custody, and client agreements [removed: clarify] [added: outline] the applicability of Uniform Commercial Code (“UCC”) Article 8 to custodied crypto assets.

Cold wallet private key materials are stored and secured at facilities within the United States and [removed: Europe.][added: internationally.]

Coinbase, Inc. and [removed: Coinbase Custody Trust Company,] [added: CCTC,] the two subsidiaries that custody the majority of crypto assets on platform, are also periodically examined by a variety of regulators, including the New York State Department of Financial Services (“NYDFS”) and various states in which such entities hold money transmission licenses.

We do not use [removed: sub-custodians] [added: third-party sub-custodians, where one custodian holds assets on behalf of another custodian,] in connection with the storage of digital assets.

We also provide critical infrastructure for the onchain economy and support builders who share our vision of bringing the world onchain.

Together with the crypto community, we advocate for responsible rules to make the benefits of crypto available around the world.

We differentiate ourselves from our competition with:

- Trust: We are deeply invested in building the most secure and compliant platform.

We hold customer assets one-to-one at all times.

We do not act on customer assets, including staking, lending, rehypothecating, or engaging in fractional reserve banking, without customer consent.

- Ease of use: We strive to build products that are easy to use and that our customers love.

We obsess over quality and craft in our products.

We strive to make buying, storing, and using crypto easy.

Our business consists of

products that we monetize through transaction fees, such as our consumer trading product suite, as well as subscription products and services, such as our stablecoin products.

Transaction products

We offer two trading experiences:

Simple trading focuses on consumers of all experience levels who are prioritizing ease of use.

Advanced trading focuses on sophisticated traders who are prioritizing a robust set of features to meet their more complex needs and higher volume.

Simple trading and advanced trading fees differ due to both the typical nature of the transactions and unique benefits of each offering.

Generally, simple trading fees are higher than those on advanced trading because advanced traders typically trade at higher volumes than simple traders.

*Prime Trading*

*Base Protocol*

Base is an L2 Ethereum blockchain offering fast, cheap, global onchain transactions.

In 2024, Base reduced median transaction fees by more than 90% to enable sub-one cent median transactions.

Base’s goal is to bring one million developers and one billion users onchain to build a global economy.

Base aspires to be the best place to build applications, create content, and earn money onchain.

Coinbase generates revenue from sequencer fees paid each time a transaction is processed on the Base blockchain.

Coinbase Wallet is a self-custodial wallet software product, which we offer globally.

Coinbase Wallet enables users to engage and transact with the full universe of Dapps and actively engage in the onchain economy without the need for a centralized intermediary.

In 2024, Coinbase launched “smart wallet,” which is an improved self-custody technology that enables instant onboarding with no separate app or extension, and no need to memorize a seed phrase.

Coinbase Wallet now includes smart

wallet compatibility.

Because the private key is unilaterally controlled by the user, Coinbase is unable to assist in recovery in the event a user loses their key or seed phrase.

Subscription products and other services

Stablecoins play a key role in updating the financial system and advancing economic freedom by combining the benefits of crypto rails, which are global, cheap, and fast, with an asset that is stable relative to fiat currencies.

We offer a variety of stablecoins denominated in multiple fiat currencies on our platform, and we continue to explore partnerships with a number of stablecoin issuers to expand our offerings.

In 2018, we partnered with Circle Internet Financial, LLC (“Circle”) to launch USDC, with the goal of driving global, mainstream adoption of stablecoins.

Circle and its affiliate, Circle Internet Financial Europe SAS, are the issuers of USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars, and Circle Internet Financial Europe SAS is the issuer of EURC, a stablecoin redeemable on a one-to-one basis for Euros.

Pursuant to the Circle Agreement, Circle pays us for our role in the growth of USDC: the greater the proportion of USDC in circulation generally and on our platform, the greater our revenue generated under the Circle Agreement.

The Circle Agreement has an initial three-year term.

Upon completion of the initial term, we and Circle will discuss in good faith whether any modifications to the Circle Agreement are warranted.

If such modifications are not agreed upon, the Circle Agreement will automatically renew for additional three-year terms unless we or Circle fail to meet ongoing obligations under the Circle Agreement.

We and Circle may, from time to time, enter into arrangements with third parties approved by both us and Circle (such third parties, “approved participants”) that provide for fees to be paid to such approved participants to increase the circulation of stablecoins subject to the Circle Agreement.

We also provide critical infrastructure for onchain activities.

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.

Trading Products

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

We offer two trading experiences: (i) a simple trading experience for consumers of any experience level seeking ease of use and (ii) an advanced trading experience for more sophisticated traders.

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

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

*Coinbase Prime*

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.

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

One of the most popular services customers often engage with is earning rewards on their crypto assets.

Today, staking crypto assets is a technical challenge for most customers.

Staking independently requires a participant to run their own hardware and software and maintain close to 100% up-time.

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

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

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

Consumers pay a monthly fee in lieu of a transaction fee under a certain trading threshold and access a variety of benefits, including priority support.

Increasingly important to institutions is the ability to have access to financing products.

Customers typically need to pre-fund their account and maintain fiat or crypto assets on our platform in order to participate in the 24/7/365 instant settlement crypto market.

We offer trade financing whereby we lend funds 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 also earn interest income on loans outstanding.

We offer a self-custody software product to consumers 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.

If a Coinbase Wallet user loses their key or seed phrase, then we are unable to assist in recovery.

*Easier Onchain Access*

We also offer certain features to facilitate onchain activities.

For example, our consumer and institutional customers can access third-party products and interact with certain Dapps using a “web3 wallet” feature that is integrated into our platform.

A benefit of this feature is that the user does not need to navigate the complexities associated with private key management on their own, and in the case of our consumers, there is no need to download a separate wallet application.

Additionally, this feature utilizes multi-party computation technology, which means that the customer benefits from two-layered security and Coinbase is able to assist with recovery in cases where a user loses their portion of the private key.

However, despite those safeguards, the user can still become permanently locked out, and the user’s control of the feature can still be compromised, such as if the user does not secure their Coinbase account credentials or loses their recovery passphrase.

*Developer Suite*

Our developer product suite includes some of our most nascent products, including Base, Coinbase Cloud, and Coinbase Pay.

Base, an Ethereum Layer 2 chain, optimizes speed and efficiency while granting developers access to the Coinbase ecosystem.

Coinbase Pay and Coinbase Commerce allow developers and merchants to more easily integrate crypto transactions into their products and businesses.

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

While the cryptoeconomy has shown signs of recovery more recently, the full extent of the 2022 Events may not yet be known.

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 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, customers, or counterparties from the 2022 Events; however, the 2022 Events caused a change to crypto market prices, crypto market volatility, and customer sentiment, and each of these drivers indirectly impacted our business and our revenue potential.

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

In addition, we have received investigative subpoenas from the SEC and similar subpoenas and demand letters from various [removed: state] regulators for documents and [removed: information] [added: information, including] about certain [removed: of our] customer programs, operations, and [added: existing and] intended future products, including our [removed: staking,] [added: processes for listing assets, the classification of certain listed assets, our staking programs, and our] stablecoin and yield-generating products.

For a description of material legal proceedings in which we are involved, see *Note 21.

[removed: (Mark One)][added: (Mark One)]

| For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | | | | |

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| (State or other jurisdiction of incorporation or organization) | | | [added: (Address of principal executive offices)1] | | | [added: (Zip Code)] | | | (I.R.S. Employer Identification No.) | | | [removed: | | |]

[removed: |] Not [removed: Applicable(1) | | | | | | | | | Not Applicable(1) | | | | | |][added: Applicable]

[removed: Registrant's] [added: (Registrant's] telephone number, including area [removed: code][added: code)1]

| [removed: Class] [added: Class] A common stock, $0.00001 par value per [removed: share] [added: share] | | | [removed: COIN] [added: COIN] | | | [removed: The] [added: The] Nasdaq Stock Market [removed: LLC] [added: LLC] | | |

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports);] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

[removed: |] [added: Large accelerated filer ☒] Non-accelerated filer [removed: | | |] ☐ [removed: | | |] [added: Accelerated filer ☐] Smaller reporting company [removed: | | |] ☐ [removed: | | |][added: Emerging growth company ☐]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. [removed: 7 262(b))] [added: 7262(b))] by the registered public accounting firm that prepared or issued its audit report.

[removed: (1)] [added: 1] We are a remote-first company.

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant on June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $12.0] [added: $44.6] 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: 8, 2024,] [added: 6, 2025,] the number of shares of the registrant's Class A common stock outstanding was [removed: 195,531,120] [added: 210,155,374] and the number of shares of the registrant's Class B common stock outstanding was [removed: 46,744,055.][added: 43,724,093.]

Portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] 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](#i325327992f724c83a9ea3f679eeb5225_337)] [added: Factors](#ifacd1696082f4978a998317156e9f2b9_175)] | | | [removed: [21](#i325327992f724c83a9ea3f679eeb5225_337)] [added: [20](#ifacd1696082f4978a998317156e9f2b9_175)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i325327992f724c83a9ea3f679eeb5225_379)] [added: Comments](#ifacd1696082f4978a998317156e9f2b9_1181)] | | | [removed: [85](#i325327992f724c83a9ea3f679eeb5225_379)] [added: [85](#ifacd1696082f4978a998317156e9f2b9_1181)] | | |

| [Item 3. Legal [removed: Proceedings](#i325327992f724c83a9ea3f679eeb5225_385)] [added: Proceedings](#ifacd1696082f4978a998317156e9f2b9_172)] | | | [removed: [87](#i325327992f724c83a9ea3f679eeb5225_385)] [added: [87](#ifacd1696082f4978a998317156e9f2b9_172)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i325327992f724c83a9ea3f679eeb5225_388)] [added: Disclosures](#ifacd1696082f4978a998317156e9f2b9_187)] | | | [removed: [87](#i325327992f724c83a9ea3f679eeb5225_388)] [added: [87](#ifacd1696082f4978a998317156e9f2b9_187)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i325327992f724c83a9ea3f679eeb5225_394)] [added: Securities](#ifacd1696082f4978a998317156e9f2b9_1092)] | | | [removed: [88](#i325327992f724c83a9ea3f679eeb5225_394)] [added: [87](#ifacd1696082f4978a998317156e9f2b9_1092)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i325327992f724c83a9ea3f679eeb5225_289)] [added: Operations](#ifacd1696082f4978a998317156e9f2b9_127)] | | | [removed: [90](#i325327992f724c83a9ea3f679eeb5225_289)] [added: [89](#ifacd1696082f4978a998317156e9f2b9_127)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i325327992f724c83a9ea3f679eeb5225_319)] [added: Risk](#ifacd1696082f4978a998317156e9f2b9_160)] | | | [removed: [117](#i325327992f724c83a9ea3f679eeb5225_319)] [added: [110](#ifacd1696082f4978a998317156e9f2b9_160)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i325327992f724c83a9ea3f679eeb5225_22)] [added: Data](#ifacd1696082f4978a998317156e9f2b9_19)] | | | [removed: [120](#i325327992f724c83a9ea3f679eeb5225_22)] [added: [115](#ifacd1696082f4978a998317156e9f2b9_19)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#i325327992f724c83a9ea3f679eeb5225_400)] [added: Disclosures](#ifacd1696082f4978a998317156e9f2b9_1128)] | | | [removed: [185](#i325327992f724c83a9ea3f679eeb5225_400)] [added: [176](#ifacd1696082f4978a998317156e9f2b9_1128)] | | |

| [Item 9A. Controls and [removed: Procedures](#i325327992f724c83a9ea3f679eeb5225_322)] [added: Procedures](#ifacd1696082f4978a998317156e9f2b9_163)] | | | [removed: [186](#i325327992f724c83a9ea3f679eeb5225_322)] [added: [177](#ifacd1696082f4978a998317156e9f2b9_163)] | | |

| [Item 9B. Other [removed: Information](#i325327992f724c83a9ea3f679eeb5225_403)] [added: Information](#ifacd1696082f4978a998317156e9f2b9_190)] | | | [removed: [187](#i325327992f724c83a9ea3f679eeb5225_403)] [added: [178](#ifacd1696082f4978a998317156e9f2b9_190)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i325327992f724c83a9ea3f679eeb5225_406)] [added: Inspections](#ifacd1696082f4978a998317156e9f2b9_1343)] | | | [removed: [187](#i325327992f724c83a9ea3f679eeb5225_406)] [added: [179](#ifacd1696082f4978a998317156e9f2b9_1343)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i325327992f724c83a9ea3f679eeb5225_412)] [added: Governance](#ifacd1696082f4978a998317156e9f2b9_1050)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_412)] [added: [179](#ifacd1696082f4978a998317156e9f2b9_1050)] | | |

| [Item 11. Executive [removed: Compensation](#i325327992f724c83a9ea3f679eeb5225_415)] [added: Compensation](#ifacd1696082f4978a998317156e9f2b9_1055)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_415)] [added: [179](#ifacd1696082f4978a998317156e9f2b9_1055)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i325327992f724c83a9ea3f679eeb5225_418)] [added: Matters](#ifacd1696082f4978a998317156e9f2b9_1061)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_418)] [added: [179](#ifacd1696082f4978a998317156e9f2b9_1061)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i325327992f724c83a9ea3f679eeb5225_421)] [added: Independence](#ifacd1696082f4978a998317156e9f2b9_1067)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_421)] [added: [179](#ifacd1696082f4978a998317156e9f2b9_1067)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i325327992f724c83a9ea3f679eeb5225_424)] [added: Services](#ifacd1696082f4978a998317156e9f2b9_1082)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_424)] [added: [180](#ifacd1696082f4978a998317156e9f2b9_1082)] | | |

| [Item 15. [removed: Exhibit and] [added: Exhibit](#ifacd1696082f4978a998317156e9f2b9_1032)[s](#ifacd1696082f4978a998317156e9f2b9_1032) [and] Financial Statement [removed: Schedules](#i325327992f724c83a9ea3f679eeb5225_430)] [added: Schedules](#ifacd1696082f4978a998317156e9f2b9_1032)] | | | [removed: [188](#i325327992f724c83a9ea3f679eeb5225_430)] [added: [180](#ifacd1696082f4978a998317156e9f2b9_1032)] | | |

| [Item 16. Form 10-K [removed: Summary](#i325327992f724c83a9ea3f679eeb5225_433)] [added: Summary](#ifacd1696082f4978a998317156e9f2b9_1027)] | | | [removed: [191](#i325327992f724c83a9ea3f679eeb5225_433)] [added: [183](#ifacd1696082f4978a998317156e9f2b9_1027)] | | |

- Miner: Individuals or entities who operate a computer or group of computers that add new transactions to [removed: blocks,] [added: blocks] and verify blocks created by other miners.

For additional information regarding our key business metrics, which include Monthly Transacting [removed: Users] [added: Users, Assets on Platform,] 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.

All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial position, our business [removed: strategy] [added: strategy,] and plans, market growth, and our objectives for future operations, are forward-looking statements.

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

- trends in operating expenses, including technology and development expenses, sales and marketing expenses, and general and administrative expenses, [added: as well as certain variable expenses,] and expectations regarding these expenses as a percentage of revenue;

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

New risks and uncertainties emerge from time to [removed: time] [added: time,] and it is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements contained in this Annual Report on Form 10-K.

| OR | | | | | |

| Delaware | | | One Madison Avenue Suite 2400 New York, NY | | | 10010 | | | 46-4707224 | | |

We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request.

Stockholder communications may also be sent to the email address: secretary@coinbase.com.

| [Part I](#ifacd1696082f4978a998317156e9f2b9_1156) | | | | | |

| [Item 1. Business](#ifacd1696082f4978a998317156e9f2b9_1174) | | | [7](#ifacd1696082f4978a998317156e9f2b9_1174) | | |

| [Item 1C. Cybersecurity](#ifacd1696082f4978a998317156e9f2b9_1192) | | | [85](#ifacd1696082f4978a998317156e9f2b9_1192) | | |

| [Item 2. Properties](#ifacd1696082f4978a998317156e9f2b9_1199) | | | [87](#ifacd1696082f4978a998317156e9f2b9_1199) | | |

| [Part II](#ifacd1696082f4978a998317156e9f2b9_169) | | | [87](#ifacd1696082f4978a998317156e9f2b9_169) | | |

| [Item 6. \[Reserved\]](#ifacd1696082f4978a998317156e9f2b9_1101) | | | [89](#ifacd1696082f4978a998317156e9f2b9_1101) | | |

| [Part III](#ifacd1696082f4978a998317156e9f2b9_1042) | | | [179](#ifacd1696082f4978a998317156e9f2b9_1042) | | |

| [Part IV](#ifacd1696082f4978a998317156e9f2b9_1019) | | | [180](#ifacd1696082f4978a998317156e9f2b9_1019) | | |

| [Signatures](#ifacd1696082f4978a998317156e9f2b9_199) | | | [184](#ifacd1696082f4978a998317156e9f2b9_199) | | |

- our plans with respect to the Share Repurchase Program; and

| OR | | | | | |

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

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

| Delaware | | | | | | | | | 46-4707224 | | | | | |

| (Address of principal executive offices) | | | | | | | | | (Zip Code) | | | | | |

Not Applicable(1)

| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | |

| | | | | | | Emerging growth company | | | ☐ | | |

For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and 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 address: secretary@coinbase.com, or to our agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808.

| [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) | | |

- Non-fungible token or NFT: A crypto asset that is unique - as opposed to “fungible” assets like Bitcoin and dollar bills.

Not applicable

Not applicable.

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

We currently lease facilities in various locations in the United States and other countries around the world.

PART [removed: II][added: II.]

Not applicable

OTHER INFORMATION

Not applicable.

As of [removed: the close of business on] February [removed: 8, 2024,] [added: 6, 2025,] there were [removed: 279] [added: 263] registered holders of record of our Class A common stock and 8 registered holders of record of our Class B common stock.

We are not obligated to pay any dividends on [removed: the] [added: our] Class A common stock or Class B common stock, and we currently 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: 2023] [added: 2024] relative to the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Financial Services Index, the S&P North American Technology Index, and the price of Bitcoin.

[removed: This] [added: The] 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: for] [added: in] each index and assumes the reinvestment of dividends, if any.

The [removed: comparisons shown in the graph below are based upon] historical data [removed: and] [added: shown below] should not be considered an indication of potential future stock price performance.

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

[removed: ][added: ]

None

We did not repurchase any shares of our Class A common stock during the three months ended December 31, 2024.

None.

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.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i325327992f724c83a9ea3f679eeb5225_28)] [added: Firm](#ifacd1696082f4978a998317156e9f2b9_1393)] (Deloitte - PCAOB ID [removed: 34[)](#i325327992f724c83a9ea3f679eeb5225_94)] [added: 34[)](#ifacd1696082f4978a998317156e9f2b9_94)] | | | [removed: [121](#i325327992f724c83a9ea3f679eeb5225_28)] [added: [116](#ifacd1696082f4978a998317156e9f2b9_1393)] | | |

| [Consolidated Balance [removed: Sheets](#i325327992f724c83a9ea3f679eeb5225_31)] [added: Sheets](#ifacd1696082f4978a998317156e9f2b9_22)] | | | [removed: [125](#i325327992f724c83a9ea3f679eeb5225_31)] [added: [120](#ifacd1696082f4978a998317156e9f2b9_22)] | | |

| [Consolidated Statements of [removed: Operations](#i325327992f724c83a9ea3f679eeb5225_34)] [added: Operations](#ifacd1696082f4978a998317156e9f2b9_25)] | | | [removed: [126](#i325327992f724c83a9ea3f679eeb5225_34)] [added: [121](#ifacd1696082f4978a998317156e9f2b9_25)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i325327992f724c83a9ea3f679eeb5225_37)] [added: (Loss)](#ifacd1696082f4978a998317156e9f2b9_28)] | | | [removed: [127](#i325327992f724c83a9ea3f679eeb5225_37)] [added: [122](#ifacd1696082f4978a998317156e9f2b9_28)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of Changes [removed: in](#i325327992f724c83a9ea3f679eeb5225_40) [Preferred Stock and] [added: in] Stockholders' [removed: Equity](#i325327992f724c83a9ea3f679eeb5225_40) | | | [128](#i325327992f724c83a9ea3f679eeb5225_40) | | |][added: Equity]

| [Consolidated Statements of Cash [removed: Flows](#i325327992f724c83a9ea3f679eeb5225_43)] [added: Flows](#ifacd1696082f4978a998317156e9f2b9_34)] | | | [removed: [129](#i325327992f724c83a9ea3f679eeb5225_43)] [added: [124](#ifacd1696082f4978a998317156e9f2b9_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i325327992f724c83a9ea3f679eeb5225_46)] [added: Statements](#ifacd1696082f4978a998317156e9f2b9_37)] | | | [removed: [130](#i325327992f724c83a9ea3f679eeb5225_46)] [added: [125](#ifacd1696082f4978a998317156e9f2b9_37)] | | |

To the [removed: shareholders] [added: stockholders] and the Board of Directors of Coinbase Global, Inc.

We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc. (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of [removed: operations, comprehensive income (loss), changes] [added: Operations, Comprehensive Income (Loss), Changes] in [removed: preferred stock and 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: 2023,] [added: 2024,] 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: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 15, 2024,] [added: 13, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: Customer Crypto Assets,] [added: Crypto Assets Held in Cold Storage — including Corporate] Crypto Assets Held, [added: USDC] and [removed: USDC-] [added: Customer] Crypto Assets [removed: in Cold Storage —] [added: -] Refer to Notes 2, [removed: 9,] [added: 4, 5, 7, 11] and [removed: 10 to] [added: 21 of] the financial statements

- We consulted with subject matter experts regarding our planned audit response to address [added: certain] risks of material misstatement of crypto assets in cold storage.

Commitments and Contingencies - SEC complaint and legal actions by U.S. state securities regulators — Refer to Note [removed: 22] [added: 21] to the financial statements

The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss [removed: contingencies in accordance with the loss contingencies accounting guidance.]

Because the outcome of these matters remains uncertain, the Company has not recorded or disclosed a loss contingency as of December 31, [removed: 2023.][added: 2024.]

- We evaluated events subsequent to December 31, [removed: 2023] [added: 2024] that might impact our evaluation of the probability of loss, including any related accrual or disclosure.

We have audited the internal control over financial reporting of Coinbase Global, Inc. [added: and subsidiaries] (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] of the Company and our report dated February [removed: 15, 2024,] [added: 13, 2025,] expressed an unqualified [removed: opinion.][added: opinion on those financial statements.]

(In thousands, except [removed: par value] [added: per share] data)

| | | | [removed: December 31,] | | | [removed: | | |] December 31, | | | | | | | | |

| | | | [added: | | | | | | | | |] 2023 | | | | | | 2022 | | | | | | | | | [added: | | | | | | | | |]

| Assets | | | | | | | | | | | | [removed: | | | | | |]

| Current assets: | | | | | | | | | | | | [removed: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 5,139,351] [added: 8,543,903] | | | | | $ | [removed: 4,425,021] [added: 5,139,351] | | | | | [added: $] | [added: 4,425,021] | |

| Restricted cash [added: and cash equivalents] | | | [removed: 22,992] [added: 38,519] | | | | | | [removed: 25,873] [added: 22,992] | | | | | | [added: 25,873] | | |

| Customer custodial funds | | | [removed: 4,570,845 | | | | | | 5,041,119] [added: 6,158,949] | | | | | | [added: 4,570,845] | | |

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

| USDC | | | [removed: 576,028 | | | | | | 861,149] [added: 1,241,808] | | | | | | [added: 576,028] | | |

| Income [removed: tax] [added: taxes] receivable | | | [removed: 63,726 | | | | | | 60,441] [added: 5,530] | | | | | | [added: 63,726] | | |

| Crypto assets held | | | [added: | | | | | | | | | | | | | | | $ |] 449,925 | | | | | [added: $] | [removed: 424,393] [added: (449,925)] | | | | | [added: $] | [added: —] | | | [added: | | | | | | | | | | |]

| Deferred tax assets | | | [removed: 1,272,233 | | | | | | 1,046,791] [added: 941,298] | | | | | | [added: 1,272,233] | | |

| [removed: Property] [added: Software] and equipment, net | | | [removed: 192,550 | | | | | | 171,853] [added: 200,080] | | | | | | [added: 192,550] | | |

| Goodwill | | | 1,139,670 | | | | | | [removed: 1,073,906 | | | | | |] [added: 1,139,670] | | |

| Intangible assets, net | | | [removed: 86,422 | | | | | | 135,429] [added: 46,804] | | | | | | [added: 86,422] | | |

| Liabilities and Stockholders’ Equity | | | | | | | | | | | | [removed: | | | | | |]

| Current liabilities: | | | | | | | | | | | | [removed: | | | | | |]

| Customer custodial [removed: cash] [added: fund] liabilities | | | $ | [removed: 4,570,845] [added: 6,158,949] | | | | | $ | [removed: 4,829,587 | | | | | |] [added: 4,570,845] | |

February 13, 2025

To the stockholders and the Board of Directors of Coinbase Global, Inc.

February 13, 2025

| | | | 2024 | | | | | | 2023 | | |

| Restricted cash and cash equivalents | | | 38,519 | | | | | | 22,992 | | |

| Crypto assets held for operations | | | 82,781 | | | | | | 74,103 | | |

| Loan receivables | | | 475,370 | | | | | | 193,425 | | |

| Crypto assets held as collateral | | | 767,484 | | | | | | 354,008 | | |

| Crypto assets borrowed | | | 261,052 | | | | | | 45,212 | | |

| Other current assets | | | 277,536 | | | | | | 212,540 | | |

| Total current assets | | | 18,112,653 | | | | | | 11,356,794 | | |

| Crypto assets held for investment | | | 1,552,995 | | | | | | 330,610 | | |

| Other non-current assets | | | 548,451 | | | | | | 375,622 | | |

| Total assets | | | $ | 22,541,951 | | | | | $ | 14,753,901 | |

| Obligation to return collateral | | | 792,125 | | | | | | 355,071 | | |

| Accrued expenses and other current liabilities | | | 626,820 | | | | | | 456,889 | | |

| Total current liabilities | | | 7,941,320 | | | | | | 5,485,079 | | |

| Other non-current liabilities | | | 89,708 | | | | | | 7,216 | | |

| Total liabilities | | | 12,265,109 | | | | | | 8,472,252 | | |

| Total liabilities and stockholders’ equity | | | $ | 22,541,951 | | | | | $ | 14,753,901 | |

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

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

| Gains on crypto assets held for operations, net | | | | | | (71,725) | | | | | | — | | | | | | — | | |

| Gains on crypto assets held for investment, net | | | | | | (687,055) | | | | | | — | | | | | | — | | |

| Cumulative-effect adjustment due to the adoption of Accounting Standards Update (“ASU”) 2023-08, net of tax | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 561,489 | | | | | | 561,489 | | |

| Stock-based compensation (inclusive of capitalized stock-based compensation) | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 960,906 | | | | | | — | | | | | | — | | | | | | 960,906 | | |

| Other | | | | | | | | | | | | | | | (38) | | | | | | — | | | | | | (10,482) | | | | | | — | | | | | | — | | | | | | (10,482) | | |

| Balance at December 31, 2024 | | | | | | | | | | | | | | | 253,640 | | | | | | $ | 2 | | | | | $ | 5,365,990 | | | | | $ | (50,051) | | | | | $ | 4,960,901 | | | | | $ | 10,276,842 | |

| Gains on crypto assets held for operations, net | | | (71,725) | | | | | | — | | | | | | — | | |

| Gains on crypto assets held for investment, net | | | (687,055) | | | | | | — | | | | | | — | | |

| Gains on crypto assets held, net (prior to ASU 2023-08) | | | — | | | | | | (145,594) | | | | | | (36,666) | | |

| Other investing activities, net | | | (70,830) | | | | | | (74,843) | | | | | | (167,015) | | |

| Purchases of capped calls | | | (104,110) | | | | | | — | | | | | | — | | |

| Other financing activities, net | | | 16,426 | | | | | | 16,297 | | | | | | 24,527 | | |

Certain prior period amounts in the Consolidated Financial Statements have been reclassified to conform to the current period’s presentation.

Change in accounting principle

On January 30, 2025, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 122 (“SAB 122”).

SAB 122 rescinds the previously-issued interpretative guidance included within SAB 121 with respect to accounting for obligations to safeguard crypto assets that an entity holds for its customers.

SAB 122 directs an entity to apply Accounting Standards Codification

(“ASC”) 450-20, *Loss Contingencies* to determine whether an entity has a liability related to risk of loss from an obligation to safeguard crypto assets for customers.

| | | | | | |

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

February 15, 2024

Coinbase Global, Inc.

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

| Accounts and loans receivable, net of allowance | | | 361,715 | | | | | | 404,376 | | | | | | | | |

| Prepaid expenses and other current assets | | | 148,814 | | | | | | 217,048 | | | | | | | | |

| Total current assets | | | 203,466,531 | | | | | | 86,448,215 | | | | | | | | |

| Lease right-of-use assets | | | 12,737 | | | | | | 69,357 | | | | | | | | |

| Other non-current assets | | | 362,885 | | | | | | 354,929 | | | | | | | | |

| Total assets | | | $ | 206,982,953 | | | | | $ | 89,724,873 | | | | | | | |

| Lease liabilities, current | | | 10,902 | | | | | | 33,734 | | | | | | | | |

| Total current liabilities | | | 197,714,131 | | | | | | 80,815,293 | | | | | | | | |

| Total liabilities | | | 200,701,304 | | | | | | 84,270,316 | | | | | | | | |

| Total liabilities and stockholders’ equity | | | $ | 206,982,953 | | | | | $ | 89,724,873 | | | | | | | |

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

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

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

| Balance at January 1, 2021 | | | 112,878 | | | | | | $ | 562,467 | | | | | | | | 73,108 | | | | | | $ | — | | | | | $ | 231,024 | | | | | $ | 6,256 | | | | | $ | 726,304 | | | | | $ | 963,584 | |

| Conversion of preferred stock | | | (112,878) | | | | | | (562,467) | | | | | | | | | 112,878 | | | | | | 2 | | | | | | 562,465 | | | | | | — | | | | | | — | | | | | | 562,467 | | |

| Issuance of common stock from exercise of warrants | | | — | | | | | | — | | | | | | | | | 412 | | | | | | — | | | | | | 433 | | | | | | — | | | | | | — | | | | | | 433 | | |

| Issuance of equity instruments as consideration for business combination | | | — | | | | | | $ | — | | | | | | | | 961 | | | | | | $ | — | | | | | $ | 11,302 | | | | | $ | — | | | | | $ | — | | | | | $ | 11,302 | |

| Other impairment expense | | | 18,793 | | | | | | 26,518 | | | | | | 500 | | |

| Restructuring stock-based compensation expense | | | 84,042 | | | | | | — | | | | | | — | | |

| Provision for transaction losses and doubtful accounts | | | 11,059 | | | | | | (13,051) | | | | | | 22,390 | | |

| Unrealized loss (gain) on foreign exchange | | | 17,190 | | | | | | 28,516 | | | | | | (14,944) | | |

| Non-cash lease expense | | | 40,429 | | | | | | 31,123 | | | | | | 34,542 | | |

| (Gain) loss on investments | | | (50,121) | | | | | | 3,056 | | | | | | (20,138) | | |

| Fair value (gain) loss on derivatives | | | (41,033) | | | | | | 7,410 | | | | | | (32,056) | | |

| Realized gain on crypto assets | | | (145,594) | | | | | | (36,666) | | | | | | (178,234) | | |

| Capitalized internal-use software development costs | | | (63,202) | | | | | | (61,038) | | | | | | (22,073) | | |

| Purchase of investments | | | (11,822) | | | | | | (63,048) | | | | | | (326,513) | | |

| Purchase of assembled workforce | | | — | | | | | | — | | | | | | (60,800) | | |

| Settlement of crypto futures contract | | | (43,339) | | | | | | — | | | | | | — | | |

| Other investing activities, net | | | 3,081 | | | | | | (1,299) | | | | | | 2,280 | | |

| Proceeds received under the ESPP | | | 16,297 | | | | | | 20,848 | | | | | | 19,889 | | |

| Issuance of senior notes, net | | | — | | | | | | — | | | | | | 1,976,011 | | |

| Purchase of capped calls | | | — | | | | | | — | | | | | | (90,131) | | |

| Other financing activities | | | — | | | | | | 3,679 | | | | | | 433 | | |

| Supplemental disclosure of cash flow information | | | | | | | | | | | | | | | | | |

None

None.

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: 2023.][added: 2024.]

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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.

The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) [removed: (“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, [removed: 2023, one] [added: 2024, three] of the Company’s [removed: Section 16] officers adopted a Rule 10b5-1 Plan.

[removed: All such] [added: The applicable] 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 [removed: 1, 2023, Alesia Haas,] [added: 3, 2024, Jennifer Jones,] the Company’s Chief [removed: Financial] [added: Accounting] Officer, entered into a Rule 10b5-1 Plan (the [removed: “Haas] [added: “Jones] Plan”) providing for the potential sale of [removed: (a)] up to [removed: 255,565] [added: 23,625] shares of Class A common stock owned by Ms. [removed: Haas and (b) the] [added: Jones, plus an additional undetermined] number of shares of Class A common stock [removed: necessary] to [removed: cover] [added: be received by Ms. Jones upon] the [removed: exercise price, taxes, commissions] [added: future grant, vesting,] and [removed: fees associated with] [added: settlement of RSUs for shares of Class A common stock, including upon] the [removed: exercise] [added: vesting and settlement] of [removed: up to 686,873] [added: RSUs for] shares of Class A common stock [removed: pursuant to] [added: and the exercise of vested] stock options [removed: owned by Ms. Haas, in each case,] [added: for shares of Class A common stock,] so long as the market price of the Class A common stock [removed: satisfies] [added: is higher than] certain [added: minimum] threshold prices specified in the [removed: Haas Plan,] [added: Jones Plan or, in certain circumstances, at the market price,] between an estimated start date of March [removed: 5, 2024] [added: 4, 2025] and [removed: 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.][added: February 27, 2026.]

On December 2, 2024, Emilie Choi, the Company’s President and Chief Operating Officer, entered into a Rule 10b5-1 Plan (the “Choi Plan”).

On December 17, 2024, Ms. Choi terminated the Choi Plan for estate planning purposes.

As of the date of termination of the Choi Plan, Ms. Choi had not sold any shares of Class A common stock thereunder.

The Choi Plan provided for the potential sale of up to 733,235 shares of Class A common stock owned by Ms. Choi, including upon the vesting and settlement of restricted stock units (“RSUs”) and performance RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock, so long as the market price of the Class A common stock was higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of March 3, 2025 and December 31, 2025.

The Choi Plan provided for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs and performance RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations.

The number of shares to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Choi Plan, could only be determined upon the occurrence of the future vesting events.

For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events.

The Jones Plan provides for the sale of shares of Class A common stock to be received by Ms. Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock.

The Jones Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations and shares sold pursuant to Ms. Jones’ prior Rule 10b5-1 Plan dated February 29, 2024 (the “Prior Jones Plan”).

The numbers of shares (i) to be received by Ms. Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company or sold pursuant to the Prior Jones Plan, and therefore the exact number of shares to be sold pursuant to the Jones Plan, can only be determined upon the occurrence of future events.

For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events or to be sold pursuant to the Prior Jones Plan.

On December 2, 2024, Lawrence Brock, the Company’s Chief People Officer, entered into a Rule 10b5-1 Plan (the “Brock Plan”) providing for the potential sale of up to 72,436 shares of Class A common stock owned by Mr. Brock, plus an additional undetermined number of shares of Class A common stock to

be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan or, in certain circumstances, at the market price, between an estimated start date of March 3, 2025 and February 27, 2026.

The Brock Plan provides for the sale of shares of Class A common stock to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock.

The Brock Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations.

The numbers of shares (i) to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Brock Plan, can only be determined upon the occurrence of the future vesting events.

For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events.

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.

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.

Not applicable

Not applicable.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023.][added: 2024.]

*Insider Trading Policies and Procedures*

The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, contractors, advisors, and consultants, and the Company itself, that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq.

A copy of the Company’s Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023.][added: 2024.]

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

| 3.2 | | | | | | [Amended and Restated [removed: Bylaws](http://www.sec.gov/Archives/edgar/data/1679788/000167978823000011/coinbaseglobal-amendedandr.htm)] [added: Bylaws](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000011/coinbaseglobal-amendedandr.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 3.1 | | | | | | 2/1/2023 | | | | | | | | |

| 4.4 | | | | | | [Form of [removed: 0.50% Senior] [added: 0.50%](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021010896/exhibit41-8xk.htm) [Convertible](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021010896/exhibit41-8xk.htm) [Senior] Notes due 2026 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021010896/exhibit41-8xk.htm) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 5/21/2021 | | | | | | | | |

| [removed: 4.8] [added: 4.10] | | | | | | [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) | | | | | | 10-K | | | | | | 001-40289 | | | | | | 4.8 | | | | | | 2/21/2023 | | | | | | | | |

| 10.4† | | | | | | [2021 Equity Incentive Plan and forms of award agreements [removed: thereunder](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit104-sx1.htm)] [added: thereunder](https://www.sec.gov/Archives/edgar/data/1679788/000167978825000022/exhibit1042021eipq42024.htm)] | | | | | | [removed: S-1] | | | | | | [removed: 333-253482] | | | | | | [removed: 10.4] | | | | | | [removed: 2/25/2021] | | | | | | [added: X] | | |