**1.**Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
**2.**Financial Statement Schedules
All schedules have been omitted because the required information is included in the Consolidated Financial Statements or the notes thereto, or because it is not required.
**3.**Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | Filed or Furnished Herewith | | |
| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | |
| 2.1 | | | | | | Share Purchase Agreement, dated as of May 8, 2025, by and among Coinbase Global, Inc, Sentillia B.V., the Deribit Shareholders listed on Exhibit B thereto and Shareholder Representative Services LLC as the shareholders’ agent | | | | | | 8-K | | | | | | 001-40289 | | | | | | 2.1 | | | | | | 5/8/2025 | | | | | | | | |
| 3.1 | | | | | | Certificate of Formation | | | | | | 8-K | | | | | | 001-40289 | | | | | | 3.1 | | | | | | 12/15/2025 | | | | | | | | |
| 3.2 | | | | | | Bylaws | | | | | | 8-K | | | | | | 001-40289 | | | | | | 3.2 | | | | | | 12/15/2025 | | | | | | | | |
| 4.1 | | | | | | Form of the Registrant’s Class A common stock certificate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 4.2 | | | | | | Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021 | | | | | | S-1 | | | | | | 333-253482 | | | | | | 4.2 | | | | | | 3/17/2021 | | | | | | | | |
| 4.3 | | | | | | Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 5/21/2021 | | | | | | | | |
| 4.4 | | | | | | Form of 0.50% Convertible Senior Notes due 2026 (included in Exhibit 4.3) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 5/21/2021 | | | | | | | | |
| 4.5 | | | | | | First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2026 Notes) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 12/16/2025 | | | | | | | | |
| 4.6 | | | | | | Indenture, dated as of September 17, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 9/17/2021 | | | | | | | | |
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| 4.7 | | | | | | Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.6) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 9/17/2021 | | | | | | | | |
| 4.8 | | | | | | Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.6) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.3 | | | | | | 9/17/2021 | | | | | | | | |
| 4.9 | | | | | | Indenture, dated as of March 18, 2024, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 3/18/2024 | | | | | | | | |
| 4.10 | | | | | | Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit 4.9) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 3/18/2024 | | | | | | | | |
| 4.11 | | | | | | First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2030 Notes) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.3 | | | | | | 12/16/2025 | | | | | | | | |
| 4.12 | | | | | | Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.1 | | | | | | 8/8/2025 | | | | | | | | |
| 4.13 | | | | | | Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.12) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 8/8/2025 | | | | | | | | |
| 4.14 | | | | | | First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2029 Notes) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.2 | | | | | | 12/16/2025 | | | | | | | | |
| 4.15 | | | | | | Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.3 | | | | | | 8/8/2025 | | | | | | | | |
| 4.16 | | | | | | Form of 0% Convertible Senior Notes due 2032 (included in Exhibit 4.12) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.4 | | | | | | 8/8/2025 | | | | | | | | |
| 4.17 | | | | | | First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2032 Notes) | | | | | | 8-K | | | | | | 001-40289 | | | | | | 4.4 | | | | | | 12/16/2025 | | | | | | | | |
| 4.18 | | | | | | Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.1 | | | | | | Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.2† | | | | | | 2013 Amended and Restated Stock Plan and forms of award agreements thereunder | | | | | | S-1 | | | | | | 333-253482 | | | | | | 10.2 | | | | | | 2/25/2021 | | | | | | | | |
| 10.3† | | | | | | 2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder | | | | | | S-1 | | | | | | 333-253482 | | | | | | 10.3 | | | | | | 2/25/2021 | | | | | | | | |
| 10.4† | | | | | | 2021 Equity Incentive Plan and forms of award agreements thereunder | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.5† | | | | | | 2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.5 | | | | | | 2/13/2025 | | | | | | | | |
| 10.6† | | | | | | Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.6 | | | | | | 2/25/2022 | | | | | | | | |
| 10.7† | | | | | | Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021 | | | | | | S-1 | | | | | | 333-253482 | | | | | | 10.6 | | | | | | 2/25/2021 | | | | | | | | |
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| 10.8† | | | | | | Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021 | | | | | | S-1 | | | | | | 333-253482 | | | | | | 10.8 | | | | | | 2/25/2021 | | | | | | | | |
| 10.9† | | | | | | Employment Agreement by and between the Registrant and Alesia J. Haas, dated March 29, 2021 | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.10 | | | | | | 2/25/2022 | | | | | | | | |
| 10.10† | | | | | | Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 2021 | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.11 | | | | | | 2/25/2022 | | | | | | | | |
| 10.11† | | | | | | Employment Agreement by and between the Registrant and Lawrence Brock, dated February 11, 2023 | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.11 | | | | | | 2/15/2024 | | | | | | | | |
| 10.12† | | | | | | Amended and Restated Change of Control and Severance Policy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.13 | | | | | | Form of Capped Call Transaction Confirmation relating to 0.50% Convertible Senior Notes due 2026 | | | | | | 8-K | | | | | | 001-40289 | | | | | | 10.1 | | | | | | 5/21/2021 | | | | | | | | |
| 10.14 | | | | | | Form of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 2030 | | | | | | 8-K | | | | | | 001-40289 | | | | | | 10.1 | | | | | | 3/18/2024 | | | | | | | | |
| 10.15 | | | | | | Form of Capped Call Transaction Confirmation relating to 0% Convertible Senior Notes due 2029 and 0% Convertible Senior Notes due 2032 | | | | | | 8-K | | | | | | 001-40289 | | | | | | 10.1 | | | | | | 8/8/2025 | | | | | | | | |
| 10.16*^ | | | | | | Collaboration Agreement by and between the Registrant and Circle Interest Financial, LLC, dated August 18, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.17*^ | | | | | | Stablecoin Ecosystem Agreement by and between the Registrant and Circle Interest Financial, LLC, dated November 14, 2024 | | | | | | 10-K | | | | | | 001-40289 | | | | | | 10.16 | | | | | | 2/13/2025 | | | | | | | | |
| 18.1 | | | | | | Preferability Letter of Deloitte & Touche LLP regarding change in accounting principle | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 19.1 | | | | | | Insider Trading Policy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 21.1 | | | | | | List of Subsidiaries of the Registrant | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23.1 | | | | | | Consent of Deloitte & Touche LLP, independent registered public accounting firm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24.1 | | | | | | Power of Attorney (included on the signature page of this Annual Report on Form 10-K) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.1 | | | | | | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.2 | | | | | | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.1 | | | | | | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
† Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
- The Registrant has omitted portions of the exhibit (indicated by “[*]”) as permitted under Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the SEC upon request.
^ The Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.