Coinbase Global (COIN) 10-K risk factor changes: FY2025 vs FY2024

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual [removed: Report*][added: 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.]

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

- our ability to continue to diversify and grow our subscription and services [added: revenue, including our stablecoin] revenue;

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

- market conditions of, and overall sentiment towards, [removed: the cryptoeconomy;][added: crypto;]

- macroeconomic conditions, including interest rates, inflation, [added: changes in tariffs] and [added: trade restrictions, extended U.S. federal government shutdowns, and] instability in the global banking system;

[removed: In particular, our] [added: Our] subscription and services revenue has grown over [removed: time, with] [added: time to represent a more meaningful amount of our revenue, primarily due to growth in] stablecoin revenue received in connection with [removed: USDC becoming a more meaningful revenue contributor.][added: payment stablecoins.]

In view of the rapidly evolving nature of our business and the [removed: cryptoeconomy,] [added: volatility of the markets in which we operate,] period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.

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

- market conditions of, and overall sentiment towards, crypto [removed: assets and the cryptoeconomy,] [added: assets,] including, but not limited to, as a result of actions taken by or developments of other companies in [removed: the cryptoeconomy;][added: our industry;]

- negative publicity and events relating to the [removed: cryptoeconomy;][added: onchain economy;]

- adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting [removed: cryptoeconomy] [added: industry] participants;

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

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

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

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

For the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we derived a meaningful amount of our net revenue from transaction fees generated in connection with the trading of Bitcoin and Ethereum; these trading pairs drove approximately [removed: 44%] [added: 45%] and [removed: 54%] [added: 46%] of total Trading Volume on our platform during these periods, respectively.

In addition to the factors impacting the broader [removed: cryptoeconomy] [added: onchain economy] 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:

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

- liquidity and credit risk issues experienced by other crypto platforms and other participants of the [removed: cryptoeconomy;] [added: onchain economy;] and

Such revenue depends on a variety of factors, including demand for our subscription and services offerings, demand for [removed: USDC,] [added: payment stablecoins,] the overall [removed: USDC] [added: payment stablecoin] market capitalization, the [removed: balance] [added: mix] of [removed: USDC on our platform,] [added: payment stablecoin balances held in Coinbase products as compared to that held off-platform,] interest rates, and [added: our] ongoing relationships with third parties, such as Circle.

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

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

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

Conversely, when interest rates increase, investors may choose to shift their asset allocations, which could negatively impact our stock price or the [removed: cryptoeconomy] [added: onchain economy] more generally.

[removed: There] are also inherent security weaknesses in some crypto assets, such as when creators of certain crypto networks use procedures that could allow hackers to counterfeit tokens.

- the governance of many decentralized blockchain networks, including L2 blockchains like [removed: Base,] [added: Base Chain (formerly Base),] is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions.

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

Attacks upon systems across a variety of industries, including the crypto industry, are increasing in their frequency, persistence, [added: magnitude,] and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors.

Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may in turn be [removed: used to access our information technology systems and customers’ crypto assets.]

As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the [removed: cryptoeconomy,] [added: onchain economy,] are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions.

Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the [removed: cryptoeconomy] [added: onchain economy] requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions.

Governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the [removed: cryptoeconomy] [added: onchain economy] generally, and crypto asset platforms in particular.

Other companies’ failures of risk management and other control [removed: functions, including those that played a role in the 2022 Events,] [added: functions] could contribute to stricter oversight of crypto asset platforms and the [removed: cryptoeconomy.][added: onchain economy.]

Furthermore, new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of the [removed: cryptoeconomy] [added: onchain economy] as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements, or imposing a total ban on certain crypto [removed: asset transactions, as has occurred in certain jurisdictions in the past.]

There are substantial uncertainties [removed: regarding the scope of] [added: as to how] these requirements [added: would apply] in practice, and we may face substantial [added: compliance] costs to operationalize and comply with these rules.

Moreover, we offer and may in the future offer products and services [removed: whose functionality or value depends in part] [added: that may depend] on [removed: our] [added: novel forms of customer engagement and interaction delivered via blockchain protocols, particularly as it relates to] management of token transaction smart contracts, liquid staking, asset tracking, or other [removed: applications that provide novel forms of customer engagement and interaction delivered via blockchain protocols.][added: applications.]

The legal and regulatory landscape for such products, including the law governing the rights and obligations between and among smart contract developers and users and the extent to which such relationships entail regulated activity [removed: is uncertain and rapidly evolving.][added: are fluid.]

As another example, the extension of anti-money laundering requirements to certain crypto-related activities by the European Union’s Fifth Money Laundering [removed: Directive, as updated by the European Union’s Sixth Money Laundering Directive,] [added: Directive] has increased the regulatory compliance burden for our business in Europe and, as a result of the fragmented approach to the implementation of its provisions, resulted in distinct and divergent national licensing and registration regimes for us in different E.U. member states.

[removed: Among other provisions,] [added: Additionally,] MiCA introduces a comprehensive authorization and compliance regime for crypto asset service providers and a disclosure regime for the issuers of certain crypto assets, which [removed: is expected to] [added: will] impact our operations in the European Union, including through localization [removed: requirements.][added: requirements, due to the obligations associated with our MiCA license (obtained in June 2025).]

- fluctuations in the market values of our marketable and strategic investments;

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

customers, and licensure and compliance status.

There

For example, as previously disclosed on a Current Report on Form 8-K filed with the SEC on May 15, 2025, a threat actor improperly obtained information about certain customer accounts and internal documentation, and used that information for social-engineering attempts.

No passwords or private keys were compromised as a result of this incident.

We continue to face risks related to this incident, including harm to our reputation, governmental investigations and regulatory scrutiny, and ongoing litigation.

used to access our information technology systems and customers’ crypto assets.

As we grow our offering of products and services, including options and perpetual swaps, we face increased exposure to cyberattacks through third parties.

asset transactions, as has occurred in certain jurisdictions in the past.

For example, in the past few years, regulatory developments in the area of anti-money laundering, recordkeeping and prudential regulatory compliance include the Travel Rule requiring transmission of information with crypto transfers.

This and similar regulations increase our compliance costs, may require operational changes, and could subject us to sanctions for technical violations.

In July 2025, the United States enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), which establishes a federal regulatory framework for “payment stablecoins” and their issuers and custodians.

As a distributor and ecosystem partner of stablecoins, Coinbase may directly and indirectly be subject to these requirements.

Additionally, our event contract products, which allow customers to trade on the outcome of future events, are subject to complex and evolving legal and regulatory frameworks and interpretation.

Event contracts, whether offered by us or others, have drawn scrutiny from federal and state regulators and resulted in litigation that we are party to as well as litigation against other companies that offer event contracts.

Regulators and authorities in various jurisdictions may assert that these offerings constitute gambling, sports betting, or other regulated activities under state or local laws, rather than federally regulated financial instruments.

For example, courts may conclude that state laws attempting to prevent the trading of CFTC-regulated sports-related event contracts are not preempted by the CEA, or that outcome based event contracts are not “swaps” falling within the jurisdiction of the CFTC, which could impact our ability to offer certain event contracts in one or more states and could lead to adverse litigation and regulatory actions against us.

such as by requiring crypto asset exchanges operating in their local jurisdictions to be regulated and licensed under local laws.

These risks are heightened as we face increased competitive pressure

*v.

In 2025, the SEC dismissed many of those enforcement actions.

In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for crypto assets.

While newly formed, its goal is to clarify federal securities laws for crypto, recommend practical policies, foster innovation, and protect investors.

Furthermore, on November 12, 2025, SEC Chairman Atkins delivered an address at the Federal Reserve Bank of Philadelphia, in which he highlighted the view that most crypto assets are not securities, and that the SEC would coordinate with the CFTC on a token taxonomy that includes “digital commodities.”

As a registered money services business with FinCEN under the Bank Secrecy Act, as amended by the USA

Our systems, the systems of our third-party service providers and partners, and certain crypto asset and blockchain networks have experienced from time to time, and may experience in the future service interruptions or degradation because of hardware and software defects or malfunctions, distributed

Further, following our acquisition of Deribit, certain amounts of cryptocurrencies are stored at third-party custodians to support trading activity on Deribit’s platform.

Our controls over financial reporting include among others, controls over the segregation of corporate crypto

Our MiCA-authorized entity in the E.U. securely stores client assets in dedicated, segregated custody vaults with separate books-and-records

from Coinbase’s own and other client funds, and uses tightly controlled settlement flows to preserve access to global liquidity and fast execution.

Cold wallet private key materials are

will result in corresponding and offsetting revenue growth.

For example, we may pay substantial premiums for acquired businesses and there can be no assurance that anticipated synergies or benefits will be realized on the timeline expected, or at all.

This has previously included layoffs and workforce reductions aimed at cutting costs, improving efficiency, and responding to economic shifts.

We have a limited operating history outside the United

For example, we may be subject to

behalf.

The efficacy of our security interest in customer

things, specialized employees and complementary companies, products, services, licenses, or technologies.

*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.

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 Circle.

Our subscription and services revenue has grown over time to represent a more meaningful amount of our revenue, primarily due to growth in stablecoin revenue received in connection with USDC.

For example, in 2021, third parties independently obtained login credentials and personal information for at least 6,000 customers and used those credentials to exploit a vulnerability that previously existed in the account recovery process.

We reimbursed impacted customers approximately $25.1 million.

Additionally, various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major events in the cryptoeconomy.

For example, following 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”), the U.S. Congress expressed the need for both greater federal oversight of the cryptoeconomy and comprehensive cryptocurrency legislation.

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

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

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

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

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

We may face substantial costs to operationalize and comply with the Travel Rule and may be further subject to administrative sanctions for technical violations or customer attrition if the user experience suffers as a result.

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

Further E.U.-level legislation imposing additional regulatory requirements in relation to crypto-related activities is also expected in the near term, such as with the effectiveness of the Markets in Crypto-Assets Regulation (“MiCA”).

There are substantial uncertainties on how these requirements would apply in practice, and we may face substantial compliance costs to operationalize and comply with these rules.

For example, in June 2023, the SEC filed a complaint in the U.S. District Court for the Southern District of New York (the “District Court”) against us and Coinbase, Inc. alleging that (i) Coinbase, Inc. has acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc. has offered and sold securities without registering its offers and sales in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) we are liable for the alleged violations as an alleged control person of Coinbase, Inc. (the “June 2023 SEC Complaint”).

Certain of these voluntary self-disclosures are currently under review by OFAC.

For example, in January 2023, we settled a NYDFS compliance investigation for a monetary penalty of $50.0 million and a separate commitment to make $50.0 million in compliance program investments by the end of 2024.

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

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

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

Oral argument took place on January 17, 2024 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.

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

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

Additionally, we are currently subject to securities class actions and shareholder derivative actions.

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

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

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

The SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given crypto asset is a security in April 2019.

applicable, of such assets, products or services.

In June 2023, the SEC filed the June 2023 SEC Complaint and we and Coinbase, Inc. became the subject of the State Staking Actions.

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.

that was alleged or determined to be a security.

Because we rely on third parties to provide

For

For example, in March 2023, there was a temporary disruption to USDC services for several days following the news of Silicon Valley Bank’s closure.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes thereto included elsewhere* *in this Annual Report on Form [removed: 10-K.][added: 10-K.* *The following discussion and analysis 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.]

[removed: Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated* *subsidiaries.* *For] [added: For] all narrative provided in this Item 7, two numbers presented consecutively represent figures for the year ended December 31, [removed: 2024] [added: 2025] as compared to the year ended December 31, [removed: 2023,] [added: 2024,] respectively, unless otherwise noted.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, [removed: 2023] [added: 2024] as compared to the year ended December 31, [removed: 2022] [added: 2023] can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] as filed with the Securities and Exchange Commission on February [removed: 15, 2024,] [added: 13, 2025,] which is incorporated by reference herein.*

For the year ended December 31, [removed: 2023,] [added: 2025,] our net revenue was [removed: $2.9] [added: $6.9] billion, including [removed: $1.5] [added: $4.1] billion in transaction revenue and [removed: $1.4] [added: $2.8] billion in subscription and services revenue.

For the year ended December 31, [removed: 2023,] [added: 2025,] our net income was [removed: $0.1] [added: $1.3] billion and Adjusted EBITDA was [removed: $1.0] [added: $2.8] billion.

Despite multiple Federal Funds Rate decreases in late [removed: 2024,] [added: 2024 and 2025,] future interest rate decreases are not certain.

If [removed: they continue,] [added: interest rates continue to decline,] they may materially impact our subscription and services and other revenue.

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

| MTUs(1) *(in millions)* | | | [removed: 8.4] | | | | | | [removed: 7.4] | | | | | | [removed: 14] | | | [added: | | | 9.2 | | | | | | 8.4 | | | | | | 10 | | |]

| Assets on Platform(2) *(in billions)* | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 404] [added: 376] | | | | | $ | [removed: 191] [added: 404] | | | | | [removed: 112] [added: (7)] | | |

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

| Net income *(in millions)* | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 2,579] [added: 1,260] | | | | | $ | [removed: 95] [added: 2,579] | | | | | [removed: nm] [added: (51)] | | |

| Adjusted [removed: EBITDA(3)] [added: EBITDA(4)] *(in millions)* | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 3,348] [added: 2,808] | | | | | $ | [removed: 978] [added: 3,348] | | | | | [removed: 242] [added: (16)] | | |

(2)Represents Assets on Platform [removed: at] [added: as of] December 31.

[removed: See the section titled “*Non-GAAP] [added: (4)See *Non-GAAP] Financial [removed: Measure*”] [added: Measure*] below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

MTUs engage in transactions that generate [removed: both] transaction revenue [removed: and] [added: or] subscription and services revenue.

We define [removed: AOP] [added: Assets on Platform (“AOP”)] as the total United States (“U.S.”) dollar equivalent value of [removed: USDC and] crypto assets [added: and payment stablecoins] 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.

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 [removed: cryptoeconomy.][added: onchain economy.]

AOP also represents [removed: our] [added: a] monetization opportunity [removed: for subscription] [added: through our] products and services, including from [added: trading and] the adoption and use of [removed: USDC,] [added: payment stablecoins,] staking, custody, [removed: Prime Financing,] and [removed: Coinbase One.][added: institutional financing, when customers use these assets to engage with these products and services.]

Summary of Significant Accounting [removed: Policies—Change in] [added: Policies—Recent] accounting [removed: principle*,] [added: pronouncements*] of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.]

The following table sets forth the value of AOP by asset (in [removed: thousands,] [added: millions,] except percentages):

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

| Other crypto [removed: assets(1)] [added: assets(2)] | | | [removed: 87,058,643] | | | | | | | | | | | | [removed: 46,303,676] | | | | | | [added: 49] | | | [removed: 88] | | [removed: %] | [added: 42 | | | | | | 17 | | | | | | | | |]

(1)Includes various other crypto asset [added: and payment stablecoin] balances, none of which individually represented more than 5% of total AOP.

We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our [added: platform, plus half of the value of trades that we routed off our] platform [added: for fulfillment,] during the period of measurement.

As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity on our order books, trading health, and the underlying growth of the [removed: cryptoeconomy.][added: onchain economy.]

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

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

In periods of high crypto asset prices and crypto asset volatility, we have [added: generally] experienced correspondingly high levels of Trading [removed: Volume on our platform.][added: Volume.]

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

| [removed: Trading Volume (in billions) | | | | | | | | | | | |] [added: Trading Volume(3) *(in billions)*] | | | | | | | | | | | | | | | | | | | | | [added: $] | [added: 1,221] | | | | | [added: $] | [added: 1,189] | | | | | [added: 3] | | |

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

| Bitcoin | | | | | | | | | | | | | | | | | | | | | [removed: 32] [added: 29] | | % | | | | [removed: 34] [added: 33] | | % | | | | [removed: | | | | | | (6)] [added: (12)] | | | | | | | | |

| Ethereum | | | | | | | | | | | | | | | | | | | | | [removed: 12 | | | | | | 20] [added: 16] | | | | | | [added: 13] | | | | | | [removed: (40)] [added: 23] | | | | | | | | |

| [removed: USDT(1) | | | | | |] [added: USDT] | | | | | | | | | | | | | | | [removed: 13] | | | | | | [removed: 11] [added: 6] | | | | | | [added: 12] | | | | | | [removed: 18] [added: (50)] | | | | | | | | |

| Other crypto [removed: assets(2) | | | | | | | | | | | |] [added: assets(1)] | | | | | | | | | [removed: 43] | | | | | | [removed: 35] | | | | | | [added: 47] | | | | | | [removed: 23] [added: 51] | | | | | | [added: (8)] | | |

[removed: (2)No crypto assets] [added: (2)Includes various] other [removed: than those shown in this table] [added: crypto assets, none of which] individually represented more than 10% of our [added: total] Trading Volume.

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

| [removed: Revenue:] [added: % of net revenue] | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | 59 | | | | | | 63 | | | | | | | | | | | | | | |]

| [removed: Other] [added: Total other] revenue | | | [removed: 270,782] | | | | | | [removed: 4] | | | | | | [removed: 181,843] | | | | | | [removed: 6] | | | [added: | | | $ | 297,887 | | | | | $ | 270,782 | | | | | $ | 27,105 | | | | | 10 | | |]

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

During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally.

We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S. perpetual-style futures.

Stablecoin adoption is accelerating.

USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products.

We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card.

For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments.

We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside.

In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025.

Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities.

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

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

| | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | | | | | % | | |

(3)Represents the total U.S. Dollar equivalent of Spot Trading Volume transacted through our platform.

During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue.

MTUs increased for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in users participating in rewards programs, by holding USDC or staking their assets, influenced by deeper integration of USDC across our products and expanded staking services.

| | | | 2025 | | | | | | 2024 | | | | | | % | | |

| Bitcoin | | | $ | 252,803 | | | | | $ | 235,378 | | | | | 7 | | |

| Ethereum | | | 56,229 | | | | | | 54,209 | | | | | | 4 | | |

| XRP | | | 17,233 | | | | | | 16,501 | | | | | | 4 | | |

| Solana | | | 13,319 | | | | | | 21,298 | | | | | | (37) | | |

| USDC | | | 9,261 | | | | | | 6,091 | | | | | | 52 | | |

| Other crypto assets and payment stablecoins(1) | | | 27,284 | | | | | | 70,557 | | | | | | (61) | | |

| Total | | | $ | 376,129 | | | | | $ | 404,034 | | | | | (7) | | |

AOP at December 31, 2025 decreased as compared to December 31, 2024, primarily reflecting a $77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin.

Trading Volume does not include volume from other trading products, such as derivatives, equities, or event contracts, but may in the future as those become more material.

Within consumer, Advanced traders incur lower fees per transaction than Simple traders, and therefore a shift in the mix of trading between these consumers impacts transaction revenue.

In recent quarters, we have also seen market events, product announcements, paid incentives, and competition as influential factors.

Trading activity generally directly impacts transaction revenue.

However, during periods when new products or markets are being introduced or entered, associated trading volume may not directly impact revenue within the same period, or may impact it indirectly.

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

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

| | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | | | | | % | | | | | | | | |

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

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

| Consumer | | | | | | | | | | | | | | | | | | | | | $ | 239 | | | | | $ | 224 | | | | | 7 | | | | | | | | |

| Institutional | | | | | | | | | | | | | | | | | | | | | 982 | | | | | | 965 | | | | | | 2 | | | | | | | | |

| Total Trading Volume | | | | | | | | | | | | | | | | | | | | | $ | 1,221 | | | | | $ | 1,189 | | | | | 3 | | | | | | | | |

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

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

The following discussion and analysis 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.

[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.

In the first quarter of 2025, we expect technology and development and general and administrative expenses to grow modestly as compared to the fourth quarter of 2024, primarily due to headcount growth and variable infrastructure and customer support 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 | | | | | | % | | |

_____________

nm - not meaningful

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

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

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.

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.

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

For additional information on the adoption of SAB 122, see *Note 2.

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

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

| | | | 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 | | % |

| USDC | | | 6,091,015 | | | | | | | | | | | | 2,367,276 | | | | | | | | | 157 | | % |

| Total | | | $ | 404,034,190 | | | | | | | | | | | $ | 191,204,047 | | | | | | | | 111 | | % |

__________________

AOP at December 31, 2024 increased as compared to December 31, 2023, primarily due to an increase in crypto asset prices, driven by broader crypto market sentiment and activity.

Additionally, the growth in USDC balances is primarily attributable to the USDC rewards program, combined with deeper integration of USDC across our products.

Trading Volume does not include derivatives volume on our platform or trades executed on third-party venues.

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

| Consumer | | | | | | | | | | | | | | | | | | | | | $ | 221 | | | | | $ | 75 | | | | | | | | | | | 195 | | | | | | | | |

| Institutional | | | | | | | | | | | | | | | | | | | | | 941 | | | | | | 393 | | | | | | | | | | | | 139 | | | | | | | | |

| Total Trading Volume | | | | | | | | | | | | | | | | | | | | | $ | 1,162 | | | | | $ | 468 | | | | | | | | | | | 148 | | | | | | | | |

| Total | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | 100% | | | | | | | | | | | | | | | | | | | | |

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

These assets, liabilities, and equities are held for purposes other than [added: trading, except for our marketable investments which are available for] trading.

Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents and customer custodial funds and from our [removed: arrangement] [added: arrangements] with [removed: Circle Internet Financial (“Circle”).][added: payment stablecoin issuers.]

These funds consist of cash [removed: deposits] [added: deposits, payment stablecoins,] and money market funds, and therefore the fair value of our cash and cash equivalents and customer custodial funds would not be significantly affected by either an [removed: increase or a decrease in interest rates.]

However, the amount of interest we earn on [added: certain of] these balances, [removed: especially] [added: particularly] the [removed: cash equivalents,] [added: money market funds,] may be significantly impacted.

The Federal Reserve has adjusted the Federal Funds Rate significantly in recent [removed: years in an effort to control inflation, raising] [added: years, including lowering] it from a [removed: low of under 0.1% as] [added: December 31, 2023 rate] of [removed: March 2022 to] [added: 5.33%,] a [removed: peak of 5.33% from July 2023 to September 2024, followed by declines] [added: sustained peak,] to [removed: arrive at 4.33%] [added: 3.64%] as of December 31, [removed: 2024.][added: 2025.]

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

A hypothetical [removed: 200] [added: 150] basis points increase or decrease in average interest rates applied to our average month end cash equivalents [removed: balances] [added: balances, excluding payment stablecoins,] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would have resulted in an impact of [removed: $165.8] [added: $143.2] million and [removed: $122.9] [added: $124.3] million, respectively, on interest earned on these funds.

We [removed: also] earn stablecoin revenue from [removed: an] [added: arrangements with payment stablecoin issuers, primarily from a USDC-related] arrangement with Circle.

Circle reported that, as of December 31, [removed: 2024,] [added: 2025, the] underlying reserves were held in 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 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: 200] [added: 150] basis points increase or decrease in average interest rates applied to daily USDC reserve balances held by Circle for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would have resulted in an impact of [removed: $387.8] [added: $540.3] million and [removed: $294.2] [added: $293.5] million, respectively, on stablecoin revenue.

Foreign [removed: Currency Risk][added: Currency]

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

No such instruments were outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] or during the year ended December 31, [removed: 2024.][added: 2025.]

[removed: Other (Income) Expense, Net* of the Notes to] [added: See] our Consolidated [removed: Financial] Statements [removed: included] [added: of Comprehensive income] in Part II, Item 8 of this Annual Report on Form 10-K for [removed: losses on foreign exchange, net] [added: translation adjustments] for the years ended December 31, [removed: 2024] [added: 2025, 2024,] and 2023.

If an adverse 10% foreign currency exchange rate change was applied to the largest foreign currency exposure [removed: (e.g.] [added: (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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] it would not have a material impact on our financial results.

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

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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.

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

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] our strategic equity investments in privately held companies were [removed: $374.2] [added: $623.0] million and [removed: $343.0] [added: $374.2] million, respectively.

[removed: Adjustments] [added: We have not attempted] to [added: reduce our market risk exposure associated with any of these investments, and adjustments to] the fair value of [removed: our investments] [added: these investments, as well as realized gains or losses on sales,] are recorded in Other [removed: (income) expense,] [added: expense (income),] net in our Consolidated Statements of Operations.

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we recognized immaterial impairment expense related to our strategic investments in privately held companies.

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

Summary of Significant Accounting Policies—Investments* and [removed: *13.][added: *14.]

[removed: Market Risk of Crypto] [added: Crypto] Assets

As of December 31, [removed: 2024,] [added: 2025,] we held the following crypto assets: [removed: $1.6] [added: $2.0] billion held for investment; [removed: $261.1] [added: $318.8] million that were borrowed; [removed: $82.8] [added: $120.8] million held for operations; and [removed: $767.5] [added: $822.8] million held as collateral.

In addition, as of December 31, [removed: 2024,] [added: 2025,] customers had pledged [removed: $178.6 million] [added: $1.6 billion] of crypto assets that are not recognized as collateral.

A hypothetical 50% increase or decrease in crypto assets prices as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] would result in a [removed: $776.5 million] [added: $1.0 billion] and [removed: $514.0] [added: $776.5] million impact, respectively, to the value of our Crypto assets held for investment and would [removed: have, under ASU 2023-08,] [added: have] been recorded as a gain or loss in [added: Losses (gains) on crypto assets held for investment, net in] our Consolidated Statements of Operations.

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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and applied to the simple average of our gross inflows and outflows of [added: these assets for their weighted average period outstanding during 2025 and 2024, would not have a material impact on our Consolidated Financial Statements.]

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

We did not have any such positions as of December 31, [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

| Gross Financing Derivatives | | | $ | [removed: 1,067,594] [added: 1,155,009] | | | | | $ | [removed: 416,988] [added: 1,067,594] | |

| Net Financing Positions | | | $ | — | | | | | $ | [removed: 73] [added: —] | |

| [removed: Losses] [added: Gains (losses)] on Gross Financing Derivatives(1) | | | $ | [removed: (114,521)] [added: 328,436] | | | | | $ | [removed: (103,338)] [added: (114,521)] | | | | |

| [removed: Losses] [added: Gains (losses)] on Net Financing Positions(2) | | | $ | — | | | | | $ | [removed: (5,016)] [added: —] | | | | |

(1)Gains and losses on derivatives are recorded in our Consolidated Statements of Operations in the locations shown in *Note [removed: 11.][added: 12.]

[removed: (2)As of January 1, 2024, the date of our adoption of ASU 2023-08, net] [added: (2)Net] gains and [removed: losses] [added: losses,] after considering the associated naturally offsetting non-derivative [removed: positions] [added: positions,] are recorded in Transaction expense in the Consolidated Statements of Operations.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] a hypothetical 50% increase or decrease in the fair value of these derivative positions, after considering the associated naturally offsetting positions, would not have a material impact on our Consolidated Financial Statements.

This hypothetical 50% is calculated as discussed above under [removed: *Market Risk of Crypto] [added: *Crypto] Assets*, as the fair value of these derivatives is also derived primarily from the volatility of Bitcoin and Ethereum over a similar period.

| Gross Other Derivatives | | | $ | [removed: 228,712] [added: 34,468] | | | | | $ | [removed: 65,082] [added: 228,712] | |

| [removed: Gains] [added: (Losses) gains] on Gross Other Derivatives(1) | | | $ | [removed: 83,269] [added: (11,053)] | | | | | $ | [removed: 37,031] [added: 83,269] | | | | |

Interest Rates

increase or a decrease in interest rates.

The increase in the hypothetical impact on stablecoin revenue since December 31, 2024 primarily reflects higher average USDC market capitalization.

The increase in the hypothetical gains or losses since December 31, 2024 reflects an increase in the units held, as we increased our investment in crypto assets during the year ended December 31, 2025, deploying available cash.

Marketable and Strategic Investments

We hold two categories of investments not denominated in crypto assets - marketable investments and strategic investments.

Our marketable investments primarily comprise marketable equity securities and are available for trading, while our strategic investments are primarily held long term.

Marketable investments may begin as strategic investments, as certain securities in which we take a stake for strategic purposes become publicly traded and our intentions with respect to these holdings change accordingly.

Marketable investments

Our marketable investments are measured and recorded at fair value on a recurring basis, exposing us to risk that the fair value of these securities will decline due to changes in market prices.

As of December 31, 2025, our marketable investments were $309.8 million.

No marketable investments were held as of December 31, 2024.

Adjustments to the fair value of these investments, as well as realized gains on sales of these investments, relate primarily to our investment in Circle Internet Group, Inc. See *Notes 14.

Fair Value Measurements* and *17.

Other Consolidated Statements of Operations Details* of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Changes in market prices of our marketable investments could materially impact our future results of operations and cash flows, the impact of which is difficult to predict as it depends on market factors that we cannot forecast with reliable accuracy, including due to lack of extended price history for our largest holding as it entered the public market in June 2025, and has had high price volatility since public debut.

If an adverse 10% fair value remeasurement was applied to our marketable investments as of December 31, 2025, it would not have a material impact on our financial results.

Strategic investments

investees operate.

Gains and losses on foreign currency exchange were immaterial during the years ended December 31, 2025 and 2024.

Derivatives

type of derivative product, the volume of transactions, the tenor and terms of the agreement, and the underlying volatility.

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | |

(1)Gains and losses on derivatives are recorded in our Consolidated Statements of Operations in the locations shown in *Note 12.

Interest Rate Risk

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.

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

See *Note* *16.

See our Consolidated Statements of Comprehensive income (loss) in Part II, Item 8 of this Annual Report on Form 10-K for translation adjustments for the years ended December 31, 2024, 2023, and 2022.

Equity Investment Risk

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.

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

Market Risk of Derivatives

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

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

Prior to adoption of ASU 2023-08, net gains and losses after considering the naturally offsetting non-derivative positions were recorded in Other operating expense, net in the Consolidated Statements of Operations.

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

We obsess over quality and [removed: craft in our products.][added: craft.]

We offer products [removed: and services] [added: primarily] to three customer groups:

- Consumers: Retail customers seeking to [added: hold,] invest [removed: in] or trade crypto [removed: assets] [added: assets, as well as a growing set of trading offerings such as equities, prediction markets,] and [removed: engage onchain.][added: derivatives.]

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

Our platform serves as a [removed: trusted] [added: secure] and compliant on-ramp to the onchain economy and enables our [removed: users] [added: customers] to [removed: engage in a wide variety of activities with] [added: use] their crypto assets in both [removed: our own proprietary] [added: first] and third-party product [removed: experiences enabled by access to decentralized applications.][added: experiences.]

[added: Our business consists of] products that we monetize through transaction fees, such as our consumer trading product suite, as well as subscription [removed: products and services,] [added: products,] such as our stablecoin products.

We offer [added: our trading products through] two trading experiences:

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

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

Generally, [removed: simple] [added: Simple] trading fees are higher than those on [removed: advanced trading because advanced traders typically trade at higher volumes than simple traders.][added: Advanced trading.]

[added: We service institutional customers via] Coinbase [removed: Prime] [added: Prime, which] is our full-service prime brokerage [removed: platform,] [added: platform] where our institutional customers can access deep pools of liquidity across a network of trading venues.

We [added: also] provide market infrastructure in the form of [removed: trading venues] [added: exchanges] for customers to trade spot and derivatives.

We currently [removed: provide access to three trading venues:] [added: operate four exchanges:] the Coinbase Exchange, the Coinbase International Exchange, [removed: and] the Coinbase Derivatives [added: Exchange, and the Deribit] Exchange.

These [removed: markets generate revenue by charging] [added: exchanges charge] a [added: volume-based] transaction fee for executed trades.

[added: - Base:] Base is [removed: an] [added: a decentralized] L2 Ethereum blockchain offering fast, [removed: cheap,] [added: low-cost,] global onchain transactions.

[removed: Base’s] [added: Our] goal [added: for Base] is to bring one million developers and one billion users onchain to build a global economy.

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

[removed: Because the private key is unilaterally controlled by the user,] Coinbase is unable [added: by default] to assist in recovery [removed: in the event] [added: if] a user loses [added: access to] their [added: wallet, because the cryptographic] key [removed: or seed phrase.]

Pursuant to the Circle Agreement, Circle [added: is the issuer of USDC, holds the relevant trademarks which we can use, and] 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.

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 [removed: ongoing obligations under] the [added: conditions specified in the] Circle Agreement.

Historically, we have observed that customers holding USDC on our platform are more likely to use [added: our] other [removed: products] [added: products,] such as trading.

Therefore, where permitted, we pay rewards to both [removed: consumer and] [added: Coinbase One subscribers as well as] institutional customers who hold USDC to incentivize on-platform [removed: balances] [added: use] and deeper engagement with our product suite.

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

Customers who stake their assets receive [removed: compensation,] [added: rewards,] paid out by applicable blockchain protocols, in [added: the form of the network’s crypto asset.]

Subject to jurisdiction, we support eight staking assets through our platform for consumers as of December 31, [removed: 2024:] [added: 2025:] Cardano (ADA), Avalanche (AVAX), Cosmos (ATOM), Polkadot (DOT), Ethereum (ETH), MATIC (POL), Solana (SOL), and Tezos (XTZ).

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: $15.2] [added: $7.5] billion worth of these assets were held on behalf of individual consumers staked through our platform, as [removed: adjusted to USD.][added: measured in U.S. dollar equivalents.]

In addition to operating our own validator nodes to provide staking services, we [removed: utilize third-party service providers] [added: also provide institutional customers access] to [removed: operate] validator nodes [removed: on our customers’ behalf.][added: operated by third-party service providers.]

Institutional customers receive rewards directly from the [removed: protocol as we do not stake on behalf of these customers.][added: protocol.]

As of December 31, [removed: 2024,] [added: 2025,] over [removed: $8.1] [added: $15.2] billion worth of assets were staked by institutional customers through Coinbase Prime, as adjusted to USD.

A cbETH holder can sell or transfer their cbETH within the Coinbase app or send cbETH to a [removed: self-custody] [added: self-custodial] wallet or to other addresses on the Ethereum blockchain.

There are risks associated with our staking services, which are described in the risk factor in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K: “*We may suffer losses due to staking, delegating, and other related services [removed: provided] [added: we provide] to our customers.*”

[removed: We] [added: - Custody: Through Coinbase Prime, we] offer an institutional-grade custody platform with a highly secure cold storage solution both within the United States and globally.

We do not charge our consumers a separate fee to [removed: safely] [added: securely] store their crypto assets on our platform.

[added: -] Coinbase [added: One: Coinbase] One is a consumer subscription product for which consumers pay a monthly or annual fee to unlock a variety of benefits, including limited reduced transaction fee trading, [added: USDC rewards,] higher staking [removed: and USDC] rewards than non-Coinbase One subscribers, priority customer service support, and offers from third-party partners.

Our lending product set includes tools to allow clients to trade in real time, products that enable leverage and [added: ability to] short [removed: access] [added: sell] across our Prime and Markets offerings, and structured loans supporting client working capital and other needs.

In addition to lending, we borrow [removed: fiat and] [added: fiat,] crypto assets, [removed: including USDC,] [added: and stablecoins] from third parties, including eligible institutional customers, to facilitate our financing products.

For additional information, see *Note [removed: 4.][added: 5.]

Collateralized Arrangements and [removed: Financing*,] [added: Financing*] of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and *Risk Factors—We provide secured loans to our customers, which exposes us to credit risks and may cause us to incur financial or reputational harm* included in Part I, Item 1A of this Annual Report on Form 10-K.

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

In December 2025, we took a major step forward to becoming the Everything Exchange—dramatically expanding the assets available to trade on Coinbase, including stocks, commodity futures, perpetual futures, and prediction markets.

Our goal is to create a comprehensive, seamless experience for retail users, institutions, and developers to engage in the future of finance.

We strive to make financial transactions easy.

Consumers use Coinbase as a primary account for crypto-enabled financial services, and to engage onchain.

These customers use our products to custody and trade crypto or crypto derivatives.

- Developers: Businesses, including technology companies, financial institutions (such as banks, fintechs, and retail brokers), and payment firms.

These customers leverage the Base Chain and Coinbase Developer Platform to build, and scale crypto-enabled products.

In 2025, we expanded our trading products beyond spot crypto as we built out the Everything Exchange.

We now offer stocks, commodity futures, perpetual futures, and prediction markets.

Our vision for the Everything Exchange is to offer a single platform to trade any asset, anywhere in the world.

*Institutional Trading and Markets*

| | | | | | | | | |

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

| Exchanges | | | Products | | | Assets(1) | | |

| Coinbase Exchange | | | Spot trading | | | 360+ crypto assets | | |

| Coinbase International Exchange | | | Perpetual futures, Spot | | | 200+ crypto assets | | |

| Coinbase Derivatives Exchange | | | Dated futures, Perpetual-style futures | | | 35+ futures (crypto, commodities, equity indices) | | |

| Deribit | | | Options, Perpetual futures, Dated futures, Spot | | | 15+ crypto assets | | |

__________________

(1)Figures are reported as of the filing date of this Annual Report on Form 10-K.

Deribit is the global leader in crypto options trading by volume and open interest.

Deribit accelerates both our international expansion ambitions and our derivatives offerings.

*Other transaction products*

Base has processed billions of transactions since launch and supports an expanding ecosystem of onchain applications across capital markets, trading, payments, and more.

- Base App (formerly Coinbase Wallet): The Base App is a self-custodial wallet product.

It is the evolution of our prior Coinbase Wallet offering, which we offer globally, subject to applicable laws and app availability.

The Base App integrates trading, payments, a social feed, and access to decentralized applications.

Built on open protocols, users maintain ownership of their identity, assets, and social connections across the onchain ecosystem.

is unilaterally controlled by the user.

Users do, however, have an option in the Base App to add a recovery signer that would allow them to recover access.

These conditions are the satisfaction of a Product Threshold, a Company Threshold, and a Reseller Threshold (as defined in the Circle Agreement).

If the conditions are satisfied, the Circle Agreement cannot be terminated.

Separate from any renewal, there are certain circumstances under which the parties could initiate a restructuring of the agreement.

In such an event, if an amendment or restructuring is not possible or Circle does not make payments to us following such a restructuring period, we can require the assignment of certain trademarks by Circle to us, which would then impact the arrangement between the parties and Circle’s ability to issue other U.S. dollar-denominated stablecoins.

*Blockchain Rewards*

mechanism to mining.

*Custodial Interest*

We earn interest on customer custodial funds held at third-party depository institutions, which is influenced by customer funds on our platform and prevailing interest rates.

*Other subscription and services products*

We now also offer an orchestrated hot wallet custody solution, enabling faster transaction execution and enhanced liquidity while maintaining institutional-grade security.

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

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

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

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

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

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

Our business consists of

*Prime Trading*

*Markets*

*Base Protocol*

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

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

*Coinbase Wallet*

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.

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

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.

In 2024, we began paying rewards onchain to customers holding USDC balances in Coinbase Wallet.

*Staking*

Staking is one of our most popular services.

the form of the network’s crypto asset.

*Custody*

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

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

*Coinbase One*

In 2024, we launched an additional subscription tier, Coinbase One Premium, offering consumers enhanced benefits, including unlimited zero trading fees on simple trading and concierge support for a higher subscription fee.

*Coinbase developer platform*

Our developer platform combines a suite of developer tools to enable crypto developers to build in the onchain ecosystem.

We offer APIs to simplify a variety of key activities, including crypto payments and trading, data access, staking, and more.

Coinbase Developer Platform enables developers to build crypto into their products faster and to simplify how they interact with blockchains.

New customers must meet some minimum criteria to engage on our platforms.

When signing up for an account on our platform, among other requirements, consumer, and institutional customers must

certify that they are at least eighteen (18) years of age (if a natural person), agree to a user agreement and privacy policy, and satisfy the requirements of our robust know-your-customer (“KYC”) program.

holding the funds as custodian.

We have a digital asset support group that is composed of senior leaders from our product, legal, compliance, and finance departments.

Only the digital asset support group decides which of these escalated assets we can and cannot list on our platform, and it does not coordinate such decisions with anyone outside of the committee.

We also have policies and procedures that require committee members to recuse themselves from asset listing decisions where a committee member may have a conflict of interest.

- traditional financial technology and brokerage firms that have entered the crypto asset market in recent years and offer overlapping features targeted at our customers;

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

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | | | | | |

| [removed: Delaware] [added: Texas] | | | One Madison Avenue Suite 2400 New York, NY | | | 10010 | | | 46-4707224 | | |

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant on June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $44.6] [added: $74.2] 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: 6, 2025,] [added: 5, 2026,] the number of shares of the registrant's Class A common stock outstanding was [removed: 210,155,374] [added: 223,041,278] and the number of shares of the registrant's Class B common stock outstanding was [removed: 43,724,093.][added: 41,033,891.]

Portions of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] 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.

[removed: Stockholder] [added: Shareholder] communications may also be sent to the email address: secretary@coinbase.com.

| [Item 1A. Risk [removed: Factors](#ifacd1696082f4978a998317156e9f2b9_175)] [added: Factors](#iae11e908344a4bcc80d453663d7e2997_175)] | | | [removed: [20](#ifacd1696082f4978a998317156e9f2b9_175)] [added: [21](#iae11e908344a4bcc80d453663d7e2997_175)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ifacd1696082f4978a998317156e9f2b9_1181)] [added: Comments](#iae11e908344a4bcc80d453663d7e2997_987)] | | | [removed: [85](#ifacd1696082f4978a998317156e9f2b9_1181)] [added: [84](#iae11e908344a4bcc80d453663d7e2997_987)] | | |

| [Item 1C. [removed: Cybersecurity](#ifacd1696082f4978a998317156e9f2b9_1192)] [added: Cybersecurity](#iae11e908344a4bcc80d453663d7e2997_1013)] | | | [removed: [85](#ifacd1696082f4978a998317156e9f2b9_1192)] [added: [84](#iae11e908344a4bcc80d453663d7e2997_1013)] | | |

| [Item 3. Legal [removed: Proceedings](#ifacd1696082f4978a998317156e9f2b9_172)] [added: Proceedings](#iae11e908344a4bcc80d453663d7e2997_172)] | | | [removed: [87](#ifacd1696082f4978a998317156e9f2b9_172)] [added: [86](#iae11e908344a4bcc80d453663d7e2997_172)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ifacd1696082f4978a998317156e9f2b9_187)] [added: Disclosures](#iae11e908344a4bcc80d453663d7e2997_187)] | | | [removed: [87](#ifacd1696082f4978a998317156e9f2b9_187)] [added: [86](#iae11e908344a4bcc80d453663d7e2997_187)] | | |

| [Part [removed: II](#ifacd1696082f4978a998317156e9f2b9_169)] [added: II](#iae11e908344a4bcc80d453663d7e2997_169)] | | | [removed: [87](#ifacd1696082f4978a998317156e9f2b9_169)] [added: [86](#iae11e908344a4bcc80d453663d7e2997_169)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related [removed: Stockholder] [added: Shareholder] Matters and Issuer Purchases of Equity [removed: Securities](#ifacd1696082f4978a998317156e9f2b9_1092)] [added: Securities](#iae11e908344a4bcc80d453663d7e2997_1129)] | | | [removed: [87](#ifacd1696082f4978a998317156e9f2b9_1092)] [added: [86](#iae11e908344a4bcc80d453663d7e2997_1129)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifacd1696082f4978a998317156e9f2b9_127)] [added: Operations](#iae11e908344a4bcc80d453663d7e2997_130)] | | | [removed: [89](#ifacd1696082f4978a998317156e9f2b9_127)] [added: [89](#iae11e908344a4bcc80d453663d7e2997_130)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifacd1696082f4978a998317156e9f2b9_160)] [added: Risk](#iae11e908344a4bcc80d453663d7e2997_1727)] | | | [removed: [110](#ifacd1696082f4978a998317156e9f2b9_160)] [added: [105](#iae11e908344a4bcc80d453663d7e2997_1727)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ifacd1696082f4978a998317156e9f2b9_19)] [added: Data](#iae11e908344a4bcc80d453663d7e2997_19)] | | | [removed: [115](#ifacd1696082f4978a998317156e9f2b9_19)] [added: [111](#iae11e908344a4bcc80d453663d7e2997_19)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#ifacd1696082f4978a998317156e9f2b9_1128)] [added: Disclosures](#iae11e908344a4bcc80d453663d7e2997_1159)] | | | [removed: [176](#ifacd1696082f4978a998317156e9f2b9_1128)] [added: [167](#iae11e908344a4bcc80d453663d7e2997_1159)] | | |

| [Item 9A. Controls and [removed: Procedures](#ifacd1696082f4978a998317156e9f2b9_163)] [added: Procedures](#iae11e908344a4bcc80d453663d7e2997_163)] | | | [removed: [177](#ifacd1696082f4978a998317156e9f2b9_163)] [added: [167](#iae11e908344a4bcc80d453663d7e2997_163)] | | |

| [Item 9B. Other [removed: Information](#ifacd1696082f4978a998317156e9f2b9_190)] [added: Information](#iae11e908344a4bcc80d453663d7e2997_190)] | | | [removed: [178](#ifacd1696082f4978a998317156e9f2b9_190)] [added: [168](#iae11e908344a4bcc80d453663d7e2997_190)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifacd1696082f4978a998317156e9f2b9_1343)] [added: Inspections](#iae11e908344a4bcc80d453663d7e2997_1198)] | | | [removed: [179](#ifacd1696082f4978a998317156e9f2b9_1343)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1198)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ifacd1696082f4978a998317156e9f2b9_1050)] [added: Governance](#iae11e908344a4bcc80d453663d7e2997_1079)] | | | [removed: [179](#ifacd1696082f4978a998317156e9f2b9_1050)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1079)] | | |

| [Item 11. Executive [removed: Compensation](#ifacd1696082f4978a998317156e9f2b9_1055)] [added: Compensation](#iae11e908344a4bcc80d453663d7e2997_1100)] | | | [removed: [179](#ifacd1696082f4978a998317156e9f2b9_1055)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1100)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder Matters](#ifacd1696082f4978a998317156e9f2b9_1061)] [added: Shareholder Matters](#iae11e908344a4bcc80d453663d7e2997_1107)] | | | [removed: [179](#ifacd1696082f4978a998317156e9f2b9_1061)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1107)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ifacd1696082f4978a998317156e9f2b9_1067)] [added: Independence](#iae11e908344a4bcc80d453663d7e2997_1114)] | | | [removed: [179](#ifacd1696082f4978a998317156e9f2b9_1067)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1114)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#ifacd1696082f4978a998317156e9f2b9_1082)] [added: Services](#iae11e908344a4bcc80d453663d7e2997_1121)] | | | [removed: [180](#ifacd1696082f4978a998317156e9f2b9_1082)] [added: [169](#iae11e908344a4bcc80d453663d7e2997_1121)] | | |

| [Item 15. [removed: Exhibit](#ifacd1696082f4978a998317156e9f2b9_1032)[s](#ifacd1696082f4978a998317156e9f2b9_1032) [and] [added: Exhibits and] Financial Statement [removed: Schedules](#ifacd1696082f4978a998317156e9f2b9_1032)] [added: Schedules](#iae11e908344a4bcc80d453663d7e2997_196)] | | | [removed: [180](#ifacd1696082f4978a998317156e9f2b9_1032)] [added: [170](#iae11e908344a4bcc80d453663d7e2997_196)] | | |

| [Item 16. Form 10-K [removed: Summary](#ifacd1696082f4978a998317156e9f2b9_1027)] [added: Summary](#iae11e908344a4bcc80d453663d7e2997_1062)] | | | [removed: [183](#ifacd1696082f4978a998317156e9f2b9_1027)] [added: [173](#iae11e908344a4bcc80d453663d7e2997_1062)] | | |

Blocks [added: that] are added to an existing blockchain as transactions [removed: occur on the] [added: are processed and ordered by] network.

- [removed: Cryptoeconomy:] [added: Onchain economy:] A new open financial system built [removed: upon crypto.][added: onchain.]

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

- Ethereum: A decentralized global computing platform that supports smart contract transactions and peer-to-peer [removed: applications, or “Ether,” the native crypto assets on the Ethereum network.][added: applications.]

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

For additional information regarding our key business metrics, which include Monthly Transacting Users, Assets on Platform, [removed: and] Trading [removed: Volume] [added: Volume, and Net Income] 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 [removed: cryptoeconomy,] [added: onchain economy,] the price, and market capitalization of crypto assets and in the markets in which we operate;

- general macroeconomic conditions, including interest rates, inflation, [added: changes in tariffs and trade restrictions,] instability in the global banking system, economic downturns, and other global events, including regional wars and conflicts and government shutdowns;

- our plans with respect to the [removed: Share] Repurchase Program; 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.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking [removed: statements,] [added: statements] and you should not place undue reliance on our forward-looking statements.

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

| [Part I](#iae11e908344a4bcc80d453663d7e2997_16) | | | [7](#iae11e908344a4bcc80d453663d7e2997_16) | | |

| [Item 1. Business](#iae11e908344a4bcc80d453663d7e2997_975) | | | [7](#iae11e908344a4bcc80d453663d7e2997_975) | | |

| [Item 2. Properties](#iae11e908344a4bcc80d453663d7e2997_1039) | | | [85](#iae11e908344a4bcc80d453663d7e2997_1039) | | |

| [Item 6. \[Reserved\]](#iae11e908344a4bcc80d453663d7e2997_1144) | | | [88](#iae11e908344a4bcc80d453663d7e2997_1144) | | |

| [Part III](#iae11e908344a4bcc80d453663d7e2997_1071) | | | [169](#iae11e908344a4bcc80d453663d7e2997_1071) | | |

| [Part IV](#iae11e908344a4bcc80d453663d7e2997_1050) | | | [170](#iae11e908344a4bcc80d453663d7e2997_1050) | | |

| [Signatures](#iae11e908344a4bcc80d453663d7e2997_199) | | | [174](#iae11e908344a4bcc80d453663d7e2997_199) | | |

Glossary

- Block: A structured batch of transactions, analogous to a digital page in a ledger.

For example, depending on the blockchain, blocks may be produced by miners, validators, or sequencers.

- the expected benefits and impacts of our acquisition of Sentillia B.V.;

- Adverse economic conditions could adversely affect our business;

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

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

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

| [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) | | |

Glossary to the Cryptoeconomy

- Block: Synonymous with digital pages in a ledger.

Miners are rewarded for “mining” a new block.

Over the past fiscal year, [added: except as set forth herein,] we have not identified [removed: risks from known cybersecurity threats, including as a result of] any [removed: prior cybersecurity incidents we have experienced from time to time,] [added: cybersecurity-related risks] that have materially [removed: affected or are reasonably likely to materially affect us, including] [added: impacted] our operations, business strategy, operating results, or financial condition.

If we were to experience [removed: a] [added: any further] material cybersecurity [removed: incident] [added: incidents] in the future, such [removed: incident] [added: incidents] may have a material effect, including [removed: on our operations, business strategy, operating results, or financial condition.]

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

The Audit Committee has established the Enterprise Risk Management Working Group (“ERMWG”), comprising members of our senior management team and other senior leaders, [added: including our Chief Security Officer (“CSO”),] to provide executive oversight of our enterprise risk management program.

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

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

As previously disclosed on a Current Report on Form 8-K filed with the SEC on May 15, 2025, a threat actor improperly obtained information about certain customer accounts and internal documentation, and used that information for social-engineering attempts (the “Data Theft Incident”).

No passwords or private keys were compromised as a result of this incident.

During the year ended December 31, 2025, we paid $311.2 million of cash related to the Data Theft Incident, comprising voluntary customer reimbursements and direct legal costs.

We continue to face risks related to the Data Theft Incident, including harm to our reputation, and costs related to governmental investigations and regulatory scrutiny, and ongoing litigation.

on our operations, business strategy, operating results, or financial condition.

The ERMWG receives updates on cybersecurity matters from various staff members, including our Chief Information Security Officer (“CISO”).

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

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

We hold all of our [removed: stockholder] [added: shareholder] meetings virtually.

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

See *Note 13.

Other*

*Consolidated Balance Sheets Details* of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

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

OTHER INFORMATION

As of February [removed: 6, 2025,] [added: 5, 2026,] there were [removed: 263] [added: 294] registered holders of record of our Class A common stock and [removed: 8] [added: 9] registered holders of record of our Class B common stock.

Since many of our shares of Class A common stock are held by brokers and other institutions on behalf of [removed: stockholders,] [added: shareholders,] we are unable to estimate the total number of [removed: stockholders] [added: shareholders] represented by these record holders.

[removed: Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial] condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

The graph below compares the cumulative total return to [removed: stockholders] [added: shareholders] 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: 2024] [added: 2025] relative to the Nasdaq Composite Index, the Nasdaq U.S. Benchmark Financial Services Index, the S&P [added: 500 Index (“the S&P 500”), the S&P] North American Technology Index, and the price of Bitcoin.

[removed: ![2024] [added: ![2025 FINAL] Stock [removed: Perf Graph.jpg](https://www.sec.gov/Archives/edgar/data/1679788/000167978825000022/coin-20241231_g1.jpg)][added: Performance Chart.jpg](https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/coin-20251231_g1.jpg)]

Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial

On May 19, 2025, we were added to the S&P 500.

Going forward, we have elected to replace the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Financial Services Index with the S&P 500, as we believe this index is a more relevant benchmark to measure our performance.

We have continued to present the Nasdaq Composite Index and the Nasdaq U.S. Benchmark Financial Services Index in this Annual Report on Form 10-K as a transitional measure.

In connection with our acquisition of Gm Echo Ltd (“Echo”), on October 8, 2025, we issued 640,658 shares of our Class A common stock (the “Echo Shares”) in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) in a

transaction by an issuer not involving a public offering.

The recipients of the Echo Shares represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the book-entry shares issued in the transaction.

All recipients of the Echo Shares either received adequate information about us or had access, through their relationships with us, to such information.

In October 2024, our board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration.

In October 2025, our board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of our outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”).

In January 2026, our board of directors approved a $2.0 billion increase in the authorization of our previously announced repurchase program from $2.0 billion to $4.0 billion (as modified, the “Repurchase Program”).

Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations.

The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion.

The Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our Class A common stock or Notes and may be modified, suspended, or discontinued at any time.

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, 2025.

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| November 1 – November 30, 2025 | | | | | | 2,753,290 | | | | | | $ | 262.37 | | | | | 2,753,290 | | | | | | $ | 1,277,620,066 | |

| December 1 – December 31, 2025 | | | | | | 285,805 | | | | | | 237.28 | | | | | | 285,805 | | | | | | 1,209,804,500 | | |

| | | | | | | 3,039,095 | | | | | | | | | | | | 3,039,095 | | | | | | | | |

__________________

(1)Average price paid per share includes commissions related to repurchases.

(2)Share counts reported in this table are recognized on a settlement date basis.

Excluded from this table are 261,933 shares repurchased at an average price of $228.99 on a trade date of December 31, 2025 with a settlement date of January 2, 2026.

The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.

See the Consolidated Statements of Changes in Shareholders’ Equity included in Part II, Item 8 of this Annual Report on Form 10-K for quantification of all shares repurchased by us during the periods presented.

None

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#ifacd1696082f4978a998317156e9f2b9_1393)] [added: Firm](#iae11e908344a4bcc80d453663d7e2997_1754)] (Deloitte - PCAOB ID [removed: 34[)](#ifacd1696082f4978a998317156e9f2b9_94)] [added: 34[)](#iae11e908344a4bcc80d453663d7e2997_94)] | | | [removed: [116](#ifacd1696082f4978a998317156e9f2b9_1393)] [added: [112](#iae11e908344a4bcc80d453663d7e2997_1754)] | | |

[removed: | [Consolidated] [added: *Consolidated] Balance [removed: Sheets](#ifacd1696082f4978a998317156e9f2b9_22) | | | [120](#ifacd1696082f4978a998317156e9f2b9_22) | | |][added: Sheets Extract*]

| [Consolidated Statements of [removed: Operations](#ifacd1696082f4978a998317156e9f2b9_25)] [added: Operations](#iae11e908344a4bcc80d453663d7e2997_25)] | | | [removed: [121](#ifacd1696082f4978a998317156e9f2b9_25)] [added: [117](#iae11e908344a4bcc80d453663d7e2997_25)] | | |

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

[removed: | [Consolidated] [added: Consolidated] Statements of Changes in [removed: Stockholders' Equity](#ifacd1696082f4978a998317156e9f2b9_31) | | | [123](#ifacd1696082f4978a998317156e9f2b9_31) | | |][added: Shareholders' Equity]

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

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

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

We have audited the accompanying consolidated balance sheets of Coinbase Global, Inc. [added: and subsidiaries] (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of Operations, Comprehensive [removed: Income (Loss),] [added: Income,] Changes in [removed: Stockholders’] [added: Shareholders’] Equity, and Cash Flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the [removed: "financial statements").][added: “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: 2024,] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 13, 2025,] [added: 12, 2026,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

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

Crypto Assets Held in Cold Storage — including Corporate Crypto [removed: Assets Held, USDC] [added: Assets, Payment Stablecoins] and Customer Crypto Assets - Refer to Notes 2, [removed: 4,] 5, [removed: 7, 11] [added: 6, 8, 12] and 21 of the financial statements

The Company [removed: primarily] holds crypto assets for its own use, and on behalf of customers, [added: primarily] in wallets within its cold storage environment.

This could result in loss of corporate crypto assets [removed: held] or loss of crypto assets [removed: safeguarded] [added: in custodial products] on [added: its platform held on] behalf of [added: its] customers.

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

- We tested the effectiveness of management’s control to [removed: segregate] [added: record] corporate crypto asset balances [added: separately] from customer crypto asset balances.

- We obtained evidence [removed: to evaluate] [added: corporate] crypto asset balances [removed: for appropriate segregation between corporate crypto assets and] [added: are appropriately recorded separately from] customer crypto assets.

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

An adverse resolution [removed: of the SEC’s complaint or legal actions initiated by U.S.] [added: in these] state [removed: securities regulators] [added: matters] could have a material impact on the Company’s business and financial statements.

/s/ Deloitte & [removed: Touche] [added: Touche,] LLP

We have audited the internal control over financial reporting of Coinbase Global, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025,] of the Company and our report dated February [removed: 13, 2025,] [added: 12, 2026,] expressed an unqualified opinion on those financial statements.

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

| | | | [added: | | | | | | | | | | | | 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | 8,543,903 | | | | | $ | [removed: 5,139,351] [added: 764,363] | | [added: | | | $ | 9,308,266 | |]

| Restricted cash and cash equivalents | | | 38,519 | | | | | | [removed: 22,992] [added: 308,650] | | | [added: | | | 347,169 | | |]

| USDC | | | 1,241,808 | | | | | | [removed: 576,028] [added: (1,241,808)] | | | [added: | | | — | | |]

| Customer custodial funds | | | [removed: 6,158,949] [added: 5,347,428] | | | | | | [removed: 4,570,845] [added: 6,158,949] | | |

| Crypto assets held for operations | | | [removed: 82,781] [added: 120,831] | | | | | | [removed: 74,103] [added: 82,781] | | |

| Loan receivables | | | 475,370 | | | | | | [removed: 193,425] [added: 168,795] | | | [added: | | | 644,165 | | |]

| Crypto assets held as collateral | | | [removed: 767,484] [added: 822,827] | | | | | | [removed: 354,008] [added: 767,484] | | |

| Crypto assets borrowed | | | [removed: 261,052] [added: 318,849] | | | | | | [removed: 45,212] [added: 261,052] | | |

| Accounts receivable, net | | | [removed: 265,251] [added: 307,119] | | | | | | [removed: 168,290] [added: 265,251] | | |

| Other current assets | | | [removed: 277,536] [added: 187,164] | | | | | | [removed: 212,540] [added: 277,536] | | |

| Total current assets | | | [removed: 18,112,653] [added: 20,388,445] | | | | | | [removed: 11,356,794] [added: 18,112,653] | | |

| Crypto assets held for investment | | | [removed: 1,552,995] [added: 1,998,871] | | | | | | [removed: 330,610] [added: 1,552,995] | | |

| Deferred tax assets | | | [removed: 941,298] [added: 570,819] | | | | | | [removed: 1,272,233] [added: 941,298] | | |

| Software and equipment, net | | | [removed: 200,080] [added: 264,573] | | | | | | [removed: 192,550] [added: 200,080] | | |

| [Consolidated Balance Sheets](#iae11e908344a4bcc80d453663d7e2997_22) | | | [116](#iae11e908344a4bcc80d453663d7e2997_22) | | |

| [Consolidated Statements of Cash Flows](#iae11e908344a4bcc80d453663d7e2997_34) | | | [120](#iae11e908344a4bcc80d453663d7e2997_34) | | |

| [Notes to Consolidated Financial Statements](#iae11e908344a4bcc80d453663d7e2997_37) | | | [121](#iae11e908344a4bcc80d453663d7e2997_37) | | |

| [1. Nature of Operation](#iae11e908344a4bcc80d453663d7e2997_40)[s](#iae11e908344a4bcc80d453663d7e2997_40) | | | [121](#iae11e908344a4bcc80d453663d7e2997_40) | | |

| [2. Summary of Significant Accounting Policies](#iae11e908344a4bcc80d453663d7e2997_43) | | | [121](#iae11e908344a4bcc80d453663d7e2997_43) | | |

| [3. Acquisitions](#iae11e908344a4bcc80d453663d7e2997_52) | | | [135](#iae11e908344a4bcc80d453663d7e2997_52) | | |

| [4. Revenue](#iae11e908344a4bcc80d453663d7e2997_61) | | | [136](#iae11e908344a4bcc80d453663d7e2997_61) | | |

| [9. Software and Equipment, Net](#iae11e908344a4bcc80d453663d7e2997_1237) | | | [141](#iae11e908344a4bcc80d453663d7e2997_1237) | | |

| [10. Goodwill and Intangible Assets, Net](#iae11e908344a4bcc80d453663d7e2997_76) | | | [141](#iae11e908344a4bcc80d453663d7e2997_76) | | |

| [11. Long-Term Debt](#iae11e908344a4bcc80d453663d7e2997_79) | | | [143](#iae11e908344a4bcc80d453663d7e2997_79) | | |

| [12. Derivatives](#iae11e908344a4bcc80d453663d7e2997_94) | | | [147](#iae11e908344a4bcc80d453663d7e2997_94) | | |

| [13. Other Consolidated Balance Sheets Details](#iae11e908344a4bcc80d453663d7e2997_97) | | | [149](#iae11e908344a4bcc80d453663d7e2997_97) | | |

| [14. Fair Value Measurements](#iae11e908344a4bcc80d453663d7e2997_100) | | | [150](#iae11e908344a4bcc80d453663d7e2997_100) | | |

| [15.](#iae11e908344a4bcc80d453663d7e2997_1245) [](#iae11e908344a4bcc80d453663d7e2997_1245)[Capital Stock](#iae11e908344a4bcc80d453663d7e2997_1245) | | | [151](#iae11e908344a4bcc80d453663d7e2997_1245) | | |

| [16. Stock-Based Compensation](#iae11e908344a4bcc80d453663d7e2997_1714) | | | [152](#iae11e908344a4bcc80d453663d7e2997_1714) | | |

| [17. Other Consolidated Statements of Operations Details](#iae11e908344a4bcc80d453663d7e2997_109) | | | [156](#iae11e908344a4bcc80d453663d7e2997_109) | | |

| [18. Income Taxes](#iae11e908344a4bcc80d453663d7e2997_1255) | | | [157](#iae11e908344a4bcc80d453663d7e2997_1255) | | |

| [19. Net](#iae11e908344a4bcc80d453663d7e2997_115) [Income Per Share](#iae11e908344a4bcc80d453663d7e2997_115) | | | [162](#iae11e908344a4bcc80d453663d7e2997_115) | | |

| [20.](#iae11e908344a4bcc80d453663d7e2997_1821) [](#iae11e908344a4bcc80d453663d7e2997_1821)[Restructuring](#iae11e908344a4bcc80d453663d7e2997_1821) | | | [162](#iae11e908344a4bcc80d453663d7e2997_1821) | | |

| [21. Commitments and Contingencies](#iae11e908344a4bcc80d453663d7e2997_118) | | | [163](#iae11e908344a4bcc80d453663d7e2997_118) | | |

| [22. Related Party Transactions](#iae11e908344a4bcc80d453663d7e2997_49478023251790) | | | [165](#iae11e908344a4bcc80d453663d7e2997_49478023251790) | | |

| [23. Supplemental Disclosures of Cash Flow Information](#iae11e908344a4bcc80d453663d7e2997_124) | | | [166](#iae11e908344a4bcc80d453663d7e2997_124) | | |

| [2](#iae11e908344a4bcc80d453663d7e2997_127)[4. Subsequent Events](#iae11e908344a4bcc80d453663d7e2997_127) | | | [167](#iae11e908344a4bcc80d453663d7e2997_127) | | |

As discussed in Note 2 to the financial statements, the Company has elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and to apply the Company’s accounting policies for crypto lending, borrowing, and collateral to payment stablecoin lending, borrowing, and collateral in the years ended December 31, 2024 and December 31, 2023.

Payment stablecoins include USDC, EURC, and PYUSD.

February 12, 2026

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

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Sentillia B.V., which was acquired on August 14, 2025, and whose financial statements constitute less than 1% of total assets and 2% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Sentillia B.V.

/s/ Deloitte & Touche, LLP

February 12, 2026

Table of Contents

| | | | 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | 11,285,452 | | | | | $ | 9,308,266 | |

| Restricted cash and cash equivalents | | | 334,318 | | | | | | 347,169 | | |

| Loan receivables | | | 1,354,692 | | | | | | 644,165 | | |

| Marketable investments | | | 309,765 | | | | | | — | | |

| Current portion of long-term debt | | | 1,269,585 | | | | | | — | | |

| Short-term borrowings | | | 452,105 | | | | | | 374,268 | | |

| Shareholders’ equity: | | | | | | | | | | | |

*Critical Audit Matter Description*

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

- We evaluated the reliability of audit evidence obtained from public blockchains.

Commitments and Contingencies - SEC complaint and legal actions by U.S. state securities regulators — Refer to Note 21 to the financial statements

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

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

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

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

Because the outcome of these matters remains uncertain, the Company has not recorded or disclosed a loss contingency as of December 31, 2024.

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

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

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

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

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

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

- We obtained written representations from executives of the Company.

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

February 13, 2025

Coinbase Global, Inc.

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

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

| Crypto asset borrowings | | | 300,110 | | | | | | 62,980 | | |

| Stockholders’ equity: | | | | | | | | | | | |

| Class B common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2024 and December 31, 2023; 43,878 and 46,856 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | | | — | | | | | | — | | |

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

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

| Balance at January 1, 2022 | | | | | | | | | | | | | | | 217,117 | | | | | | $ | 2 | | | | | $ | 2,034,658 | | | | | $ | (3,395) | | | | | $ | 4,350,424 | | | | | $ | 6,381,689 | |

| Issuance of equity instruments as consideration for business combinations | | | | | | | | | | | | | | | 1,663 | | | | | | — | | | | | | 314,356 | | | | | | — | | | | | | — | | | | | | 314,356 | | |

| Issuance of common stock upon settlement of stock awards, net of shares withheld | | | | | | | | | | | | | | | 7,870 | | | | | | — | | | | | | (351,867) | | | | | | — | | | | | | — | | | | | | (351,867) | | |

| Issuance of common stock under the Employee Stock Purchase Plan (“ESPP”) | | | | | | | | | | | | | | | 275 | | | | | | — | | | | | | 21,622 | | | | | | — | | | | | | — | | | | | | 21,622 | | |

| Other | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 3,679 | | | | | | — | | | | | | — | | | | | | 3,679 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,211) | | | | | | — | | | | | | (35,211) | | |

| Net loss | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,624,949) | | | | | | (2,624,949) | | |

| Issuance of common stock to settle contingent consideration | | | | | | | | | | | | | | | 28 | | | | | | — | | | | | | 2,291 | | | | | | — | | | | | | — | | | | | | 2,291 | | |

| Issuance of common stock upon exercise of stock options, net of repurchases | | | | | | | | | | | | | | | 2,979 | | | | | | — | | | | | | 50,804 | | | | | | — | | | | | | — | | | | | | 50,804 | | |

| Issuance of common stock under the ESPP | | | | | | | | | | | | | | | 381 | | | | | | — | | | | | | 18,959 | | | | | | — | | | | | | — | | | | | | 18,959 | | |

| Stock-based compensation expense recognized in relation to restructuring | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 84,042 | | | | | | — | | | | | | — | | | | | | 84,042 | | |

| Issuance of common stock upon exercise of stock options, net of repurchases | | | | | | | | | | | | | | | 5,661 | | | | | | — | | | | | | 126,733 | | | | | | — | | | | | | — | | | | | | 126,733 | | |

| Issuance of common stock under the ESPP, net of shares withheld | | | | | | | | | | | | | | | 361 | | | | | | — | | | | | | 18,597 | | | | | | — | | | | | | — | | | | | | 18,597 | | |

| Investment impairment expense | | | 18,717 | | | | | | 29,375 | | | | | | 101,445 | | |

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: 2024.][added: 2025.]

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring [removed: Organizations of the Treadway Commission.]

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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.

Organizations of the Treadway Commission.

Excluded from our evaluation were internal controls over financial reporting at Sentillia B.V., for which control was acquired on August 14, 2025.

The financial statements of this entity constitute less than 1% of total assets and 2% of total revenue as of and for the year ended December 31, 2025, respectively.

[removed: The applicable] [added: During the three months ended December 31, 2025, one of the Company’s officers adopted a] Rule 10b5-1 [removed: Plans were] [added: Plan, which was] entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.

[removed: The Choi] [added: On December 3, 2025, Lawrence Brock, the Company’s Chief People Officer, entered into a Rule 10b5-1] Plan [removed: provided] [added: (the “Brock Plan”) providing] for the potential sale of up to [removed: 733,235] [added: 86,393] shares of Class A common stock owned by [removed: Ms. Choi,] [added: 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 [removed: 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 [removed: was] [added: is] higher than certain minimum threshold prices specified in the [removed: Choi Plan,] [added: Brock Plan or, in certain circumstances, at the market price,] between an estimated start date of March [removed: 3, 2025] [added: 4, 2026] and [removed: December 31, 2025.][added: May 28, 2027.]

The [removed: Choi] [added: Brock] Plan [removed: provided] [added: also provides] for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding [removed: RSUs and performance] RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax [removed: obligations.][added: obligations and shares sold pursuant to Mr. Brock’s prior Rule 10b5-1 Plan dated December 2, 2024 (the “Prior Brock Plan”).]

The [removed: number] [added: numbers] of shares [added: (i)] to be [added: 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 [removed: Company,] [added: Company or sold pursuant to the Prior Brock Plan,] and therefore the exact number of shares to be sold pursuant to the [removed: Choi] [added: Brock] Plan, [removed: could] [added: 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 [added: (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 [removed: events.][added: events or to be sold pursuant to the prior Brock Plan.]

During the three months ended December 31, 2024, three of the Company’s officers adopted a Rule 10b5-1 Plan.

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.

On December 3, 2024, Jennifer Jones, the Company’s Chief Accounting Officer, entered into a Rule 10b5-1 Plan (the “Jones Plan”) providing for the potential sale of up to 23,625 shares of Class A common stock owned by Ms. Jones, plus an additional undetermined number 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, 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 Jones Plan or, in certain circumstances, at the market price, between an estimated start date of March 4, 2025 and February 27, 2026.

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 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.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] which will be filed with the SEC no later than 120 days after December 31, [removed: 2024.][added: 2025.]

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

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] which will be filed with the SEC no later than 120 days after December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] which will be filed with the SEC no later than 120 days after December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to the definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] which will be filed with the SEC no later than 120 days after December 31, [removed: 2024.][added: 2025.]

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

Consolidated Statements of Changes in [removed: Stockholders’] [added: Shareholders’] Equity

| 3.2 | | | | | | [removed: [Amended and Restated Bylaws](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000011/coinbaseglobal-amendedandr.htm)] [added: [Bylaws](https://www.sec.gov/Archives/edgar/data/1679788/000167978825000247/exhibit32bylaws.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | [removed: 3.1] [added: 3.2] | | | | | | [removed: 2/1/2023] [added: 12/15/2025] | | | | | | | | |

| 4.1 | | | | | | [Form of the Registrant’s Class A common stock [removed: certificate](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit41-sx1.htm)] [added: certificate](https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/exhibit4110kq42025.htm)] | | | | | | [removed: S-1] | | | | | | [removed: 333-253482] | | | | | | [removed: 4.1] | | | | | | [removed: 2/25/2021] | | | | | | [added: X] | | |

| 4.3 | | | | | | [Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021010896/exhibit41-8xk.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1679788/000162828021010896/exhibit41-8xk.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 5/21/2021 | | | | | | | | |

| 4.4 | | | | | | [Form of [removed: 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] [added: 0.50% Convertible Senior] Notes due 2026 (included in Exhibit [removed: 4.3)](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021010896/exhibit41-8xk.htm)] [added: 4.3)](https://www.sec.gov/Archives/edgar/data/1679788/000162828021010896/exhibit41-8xk.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 5/21/2021 | | | | | | | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Indenture, dated as of September 17, 2021, [removed: among] [added: between] Coinbase Global, [removed: Inc., Coinbase,] Inc. and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021018857/exhibit41-closing8xk.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1679788/000162828021018857/exhibit41-closing8xk.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 9/17/2021 | | | | | | | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Form of 3.375% Senior Notes due 2028 (included in Exhibit [removed: 4.5)](https://www.sec.gov/Archives/edgar/data/1679788/000162828021018857/exhibit41-closing8xk.htm)] [added: 4.6)](https://www.sec.gov/Archives/edgar/data/1679788/000162828021018857/exhibit41-closing8xk.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 9/17/2021 | | | | | | | | |

| [removed: 4.7] [added: 4.8] | | | | | | [Form of 3.625% Senior Notes due 2031 (included in Exhibit [removed: 4.5)](https://www.sec.gov/Archives/edgar/data/0001679788/000162828021018857/exhibit41-closing8xk.htm)] [added: 4.6)](https://www.sec.gov/Archives/edgar/data/1679788/000162828021018857/exhibit41-closing8xk.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.3 | | | | | | 9/17/2021 | | | | | | | | |

| [removed: 4.8] [added: 4.9] | | | | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/0001679788/000119312524070209/d771279dex41.htm)[ndenture,] [added: [Indenture,] dated as of March 18, 2024, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001679788/000119312524070209/d771279dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1679788/000119312524070209/d771279dex41.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 3/18/2024 | | | | | | | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit [removed: 4.8)](https://www.sec.gov/Archives/edgar/data/0001679788/000119312524070209/d771279dex41.htm)] [added: 4.9)](https://www.sec.gov/Archives/edgar/data/1679788/000119312524070209/d771279dex41.htm)] | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 3/18/2024 | | | | | | | | |

| [removed: 4.10] [added: 4.18] | | | | | | [Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1679788/000167978823000031/exhibit4810kq422.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/exhibit41810kq42025.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 001-40289] | | | | | | [removed: 4.8] | | | | | | [removed: 2/21/2023] | | | | | | [added: X] | | |

| 10.1 | | | | | | [Form of Indemnification Agreement by and between the Registrant and each of its directors and executive [removed: officers](https://www.sec.gov/Archives/edgar/data/1679788/000162828021003168/exhibit101-sx1.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/exhibit10110kq42025.htm)] | | | | | | [removed: S-1] | | | | | | [removed: 333-253482] | | | | | | [removed: 10.1] | | | | | | [removed: 2/25/2021] | | | | | | [added: X] | | |

| 10.4† | | | | | | [2021 Equity Incentive Plan and forms of award agreements [removed: thereunder](https://www.sec.gov/Archives/edgar/data/1679788/000167978825000022/exhibit1042021eipq42024.htm)] [added: thereunder](https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/exhibit1042021eipq42025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |