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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

21K characters. Original on sec.gov ·

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

**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.

Incorporated by ReferenceFiled or Furnished Herewith
Exhibit NumberDescriptionFormFile No.ExhibitFiling Date
2.1Share 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’ agent8-K001-402892.15/8/2025
3.1Certificate of Formation8-K001-402893.112/15/2025
3.2Bylaws8-K001-402893.212/15/2025
4.1Form of the Registrant’s Class A common stock certificateX
4.2Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021S-1333-2534824.23/17/2021
4.3Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee8-K001-402894.15/21/2021
4.4Form of 0.50% Convertible Senior Notes due 2026 (included in Exhibit 4.3)8-K001-402894.25/21/2021
4.5First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2026 Notes)8-K001-402894.112/16/2025
4.6Indenture, dated as of September 17, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee8-K001-402894.19/17/2021
4.7Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.6)8-K001-402894.29/17/2021
4.8Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.6)8-K001-402894.39/17/2021
4.9Indenture, dated as of March 18, 2024, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee8-K001-402894.13/18/2024
4.10Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit 4.9)8-K001-402894.23/18/2024
4.11First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2030 Notes)8-K001-402894.312/16/2025
4.12Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee8-K001-402894.18/8/2025
4.13Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.12)8-K001-402894.28/8/2025
4.14First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2029 Notes)8-K001-402894.212/16/2025
4.15Indenture, dated as of August 8, 2025, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee8-K001-402894.38/8/2025
4.16Form of 0% Convertible Senior Notes due 2032 (included in Exhibit 4.12)8-K001-402894.48/8/2025
4.17First Supplemental Indenture, dated as of December 12, 2025, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee (2032 Notes)8-K001-402894.412/16/2025
4.18Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amendedX
10.1Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officersX
10.2†2013 Amended and Restated Stock Plan and forms of award agreements thereunderS-1333-25348210.22/25/2021
10.3†2019 Equity Incentive Plan, as amended, and forms of award agreements thereunderS-1333-25348210.32/25/2021
10.4†2021 Equity Incentive Plan and forms of award agreements thereunderX
10.5†2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder10-K001-4028910.52/13/2025
10.6†Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan10-K001-4028910.62/25/2022
10.7†Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021S-1333-25348210.62/25/2021
10.8†Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021S-1333-25348210.82/25/2021
10.9†Employment Agreement by and between the Registrant and Alesia J. Haas, dated March 29, 202110-K001-4028910.102/25/2022
10.10†Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 202110-K001-4028910.112/25/2022
10.11†Employment Agreement by and between the Registrant and Lawrence Brock, dated February 11, 202310-K001-4028910.112/15/2024
10.12†Amended and Restated Change of Control and Severance PolicyX
10.13Form of Capped Call Transaction Confirmation relating to 0.50% Convertible Senior Notes due 20268-K001-4028910.15/21/2021
10.14Form of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 20308-K001-4028910.13/18/2024
10.15Form of Capped Call Transaction Confirmation relating to 0% Convertible Senior Notes due 2029 and 0% Convertible Senior Notes due 20328-K001-4028910.18/8/2025
10.16*^Collaboration Agreement by and between the Registrant and Circle Interest Financial, LLC, dated August 18, 2023X
10.17*^Stablecoin Ecosystem Agreement by and between the Registrant and Circle Interest Financial, LLC, dated November 14, 202410-K001-4028910.162/13/2025
18.1Preferability Letter of Deloitte & Touche LLP regarding change in accounting principleX
19.1Insider Trading PolicyX
21.1List of Subsidiaries of the RegistrantX
23.1Consent of Deloitte & Touche LLP, independent registered public accounting firmX
24.1Power of Attorney (included on the signature page of this Annual Report on Form 10-K)X
31.1Certification 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 2002X
31.2Certification 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 2002X
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Compensation Recovery PolicyX
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)X
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase DocumentsX
104Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted as Inline XBRL and contained in Exhibit 101X

† 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.

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