Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”)**. Th**e 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. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q*. 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 c**onsolidated* subsidiaries. For all narrative provided in this Item 2, two numbers presented consecutively represent figures for the three months ended March 31, 2025 as compared to the corresponding period in 2024, respectively, unless otherwise noted.

Executive Overview

This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10-Q.

During the first quarter of 2025, we continued to make progress against our mission by launching advanced trading tools, scaling derivatives globally, and growing our institutional and consumer user base. We also expanded access to financial services and implemented key infrastructure updates by upgrading Base to support the next generation of onchain apps and driving stablecoin adoption at scale, both of which are key to expanding global crypto usage.

For the three months ended March 31, 2025, our net revenue was $2.0 billion, including $1.3 billion in transaction revenue and $0.7 billion in subscription and services revenue. For the three months ended March 31, 2024, our net revenue was $1.6 billion, including $1.1 billion in transaction revenue and $0.5 billion in subscription and services revenue.

For the three months ended March 31, 2025, our net income was $65.6 million and Adjusted EBITDA was $0.9 billion. For the three months ended March 31, 2024, our net income was $1.2 billion and Adjusted EBITDA was $1.0 billion.

Despite multiple Federal Funds Rate decreases in late 2024, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. In the second quarter of 2025, we expect technology and development and general and administrative expenses to decline as compared to the first quarter of 2025, driven by lower variable customer support expenses and seasonally lower payroll taxes. Additionally, we expect sales and marketing expenses to grow modestly, as compared to the first quarter of 2025, primarily due to expected higher USDC rewards expense and brand marketing spend seasonality.

Key Business Metrics

In addition to the measures presented in our Condensed Consolidated Financial Statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

															Three Months Ended March 31,												Change
																											2025						2024						%
MTUs(1) (in millions)																											9.7						8.0						21
Assets on Platform(2) (in billions)																											$	328					$	323					1
Trading Volume (in billions)																											$	393					$	312					26
Net income (in millions)																											$	66					$	1,176					(94)
Adjusted EBITDA(3) (in millions)																											$	930					$	1,014					(8)

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nm - not meaningful

(1)Represents quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter.

(2)Represents Assets on Platform as of March 31, 2025 and 2024.

(3)See the section titled “Non-GAAP Financial 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.

Monthly Transacting Users

We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate both transaction revenue and subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior.

MTUs increased for the three months ended March 31, 2025 as compared to 2024, primarily due to an increase in trading users, influenced by overall crypto market sentiment and activity, including higher average prices for certain crypto assets.

Assets on Platform

We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of USDC and crypto assets held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the cryptoeconomy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of USDC, staking, custody, and Prime Financing, when customers use these assets to engage with these products and services.

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

			March 31, 2025						March 31, 2024						Change %
Bitcoin			$	219,076,329					$	156,528,307					40
Ethereum			28,811,726						61,311,867						(53)
XRP			17,775,950						3,184,375						458
Solana			13,811,430						24,304,478						(43)
USDC			7,839,131						4,925,086						59
Other crypto assets(1)			40,195,126						73,223,316						(45)
Total			$	327,509,692					$	323,477,429					1

---

(1)Includes various other crypto asset balances, none of which individually represented more than 5% of total AOP.

AOP at March 31, 2025 remained relatively flat as compared to March 31, 2024, reflecting increases of $37.9 billion due to higher Bitcoin units on platform and $24.7 billion due to increases in the price of Bitcoin, largely offset by the impact of net decreases in the prices of Ethereum and other crypto assets. Separately, we attribute the growth in USDC AOP primarily to our USDC rewards program, combined with deeper integration of USDC across our products.

Trading Volume

We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement. Trading Volume does not include derivatives volume on our platform or trades executed on third-party venues. Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed. 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 cryptoeconomy. Institutions incur lower fees per transaction than 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 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 experienced correspondingly high levels of Trading Volume.

															Three Months Ended March 31,												Change
																					2025						2024						%
Trading Volume (in billions)
Consumer																					$	78					$	56					39
Institutional																					315						256						23
Total Trading Volume																					$	393					$	312					26
Trading Volume by crypto asset
Bitcoin																					27		%				33		%				(18)
USDT																					13						11						18
Ethereum																					11						13						(15)
XRP																					11						nm						nm
Other crypto assets(1)																					38						43						(12)
Total																					100%						100%

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nm - not meaningful

(1)Includes various other crypto asset balances, none of which individually represented more than 10% of our total Trading Volume.

For the three months ended March 31, 2025 as compared to 2024, Trading Volume increased reflecting an increase in both the total market and our market share in the U.S., where our business is concentrated:

• Total market — Crypto Asset Volatility1 increased 15% and average total crypto market capitalization increased 56%. These two macro inputs have historically been highly correlated with Trading Volume and are typically influenced by overall crypto market sentiment, activity in the crypto market, and changes in average crypto asset prices; and

• Market share — Trading Volume growth outpaced the 17% growth in overall U.S. spot market trading volume, as we were able to capture a larger portion of the trading activity due to our competitive position and product strategy.

1 Crypto Asset Volatility represents our internal measure of crypto asset volatility in the market relative to prior periods. The volatility is based on intraday returns of a volume-weighted basket of all assets listed on our trading platform. These returns are used to compute the basket’s intraday volatility which is then scaled to a daily window. These daily volatility values are then averaged over the applicable time period as needed.

Results of Operations

The following table presents the Condensed Consolidated Statements of Operations (in thousands), as well as each component as a percentage of total revenue:

									Three Months Ended March 31,
															2025												2024
																											$						%****(1)						$						%****(1)
Revenue:
Net revenue																											$	1,960,319					96						$	1,587,677					97
Other revenue																											73,976						4						49,893						3
Total revenue																											2,034,295						100						1,637,570						100
Operating expenses:
Transaction expense																											303,026						15						217,407						13
Technology and development																											355,368						17						357,863						22
Sales and marketing																											247,283						12						98,585						6
General and administrative																											394,346						19						287,236						18
Losses (gains) on crypto assets held for operations, net																											34,365						2						(86,358)						(5)
Other operating (income) expense, net																											(5,899)						—						2,376						—
Total operating expenses																											1,328,489						65						877,109						54
Operating income																											705,806						35						760,461						46
Interest expense																											20,511						1						19,071						1
Losses (gains) on crypto assets held for investment, net																											596,651						29						(650,429)						(40)
Other expense (income), net																											6,188						—						(45,605)						(3)
Income before income taxes																											82,456						4						1,437,424						88
Provision for income taxes																											16,848						1						261,179						16
Net income																											$	65,608					3						$	1,176,245					72

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(1)Figures presented above may not sum precisely due to rounding.

Comparison of the three months ended March 31, 2025 and 2024

Revenue

For the three months ended March 31, 2025 and 2024 we generated 84% and 83%, respectively, of total revenue in the U.S. No other country accounted for more than 10% of total revenue during the periods presented. International revenue comprised mainly transaction revenue in both periods presented.

Transaction revenue

															Three Months Ended March 31,												Change
(in thousands, except %)																											2025						2024						$						%
Consumer, net																											$	1,095,506					$	935,212					$	160,294					17
Institutional, net																											98,888						85,392						13,496						16
Other transaction revenue, net																											67,814						56,137						11,677						21
Total transaction revenue																											$	1,262,208					$	1,076,741					$	185,467					17

Transaction revenue increased for the three months ended March 31, 2025 as compared to 2024, due to:

• an increase in consumer transaction revenue of $366.5 million due to a 39% increase in consumer Trading Volume. This increase was offset in part by a decrease of $206.2 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple to Advanced trading, as well as growth in Trading Volume from Coinbase One users.

• an increase in institutional transaction revenue primarily driven by growth in derivatives trading volume on our international exchange. Separately, the impact of a 23% increase in institutional Trading Volume was offset by a lower average blended fee rate resulting primarily from reduced fees at higher volumes; and

• an increase in other transaction revenue primarily driven by higher revenue from instant transfer withdrawals.

The percentage of transaction revenue from trading on our platform broken down by crypto asset was as follows:

															Three Months Ended March 31,												Change
																					2025						2024						%
Bitcoin																					26		%				30		%				(13)
XRP																					18						nm						nm
Ethereum																					10						15						(33)
Solana																					10						nm						nm
Other crypto assets(1)																					36						55						(35)
Total																					100		%				100		%

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nm - not meaningful

(1)Includes various other crypto asset balances, none of which individually represented more than 10% of our total transaction revenue.

Subscription and services revenue

															Three Months Ended March 31,												Change
(in thousands, except %)																											2025						2024						$						%
Stablecoin revenue																											$	297,535					$	197,317					$	100,218					51
Blockchain rewards																											196,592						150,929						45,663						30
Interest and finance fee income																											63,086						66,663						(3,577)						(5)
Other subscription and services revenue																											140,898						96,027						44,871						47
Total subscription and services revenue																											$	698,111					$	510,936					$	187,175					37

Subscription and services revenue increased for the three months ended March 31, 2025 as compared to 2024, primarily due to:

• increases in stablecoin revenue of $105.1 million due to higher average USDC balances held in Coinbase products2, on which we earn the vast majority of the interest on the associated reserves, and $67.9 million due to higher average USDC off-platform balances, on which we earn varying percentages depending on where the USDC is held. This revenue growth was partially offset by a decrease of $68.5 million due to lower average interest rates, which declined 96 basis points;

2 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products.

• an increase in blockchain rewards of $20.5 million due to changes in average crypto asset prices, and $13.9 million due to changes in reward rates primarily for Solana and Ethereum; and

• an increase in other subscription and services revenue, primarily due to growth of Coinbase One, reflecting a higher number of paid subscribers.

There were no material changes to note within interest and finance fee income.

Other revenue

															Three Months Ended March 31,												Change
(in thousands, except %)																											2025						2024						$						%
Corporate interest and other income																											$	73,976					$	49,893					$	24,083					48
Total other revenue																											$	73,976					$	49,893					$	24,083					48

Other revenue increased for the three months ended March 31, 2025 as compared to 2024, primarily reflecting an increase of $35.2 million due to higher average cash and cash equivalents balances, partially offset by lower average interest rates earned on these balances, which declined 77 basis points.

Operating expenses

Certain prior period amounts have been reclassified to conform to the current period presentation.

Transaction expense

																					Three Months Ended March 31,												Change
(in thousands, except %)																																	2025						2024						$						%
Blockchain rewards fees																																	$	120,021					$	105,454					$	14,567					14
Payment processing and account verification																																	64,645						33,109						31,536						95
Transaction rebates and commissions																																	59,585						14,991						44,594						297
Transaction reversal losses																																	46,844						19,974						26,870						135
Blockchain transaction fees																																	7,954						42,488						(34,534)						(81)
Other																																	3,977						1,391						2,586						186
Total transaction expense																																	$	303,026					$	217,407					$	85,619					39

Transaction expense increased for the three months ended March 31, 2025 as compared to 2024, primarily due to:

• higher blockchain rewards fees, which rose with blockchain rewards revenue, partially offset by the impact of adjustments to our fee structures;

• an increase in payment processing fees of $18.7 million, due to 26% Trading Volume growth and expanding international payment methods. Account verification fees also rose with more new users verified;

• higher transaction rebates and commissions, primarily reflecting an increase in rebates earned by institutional customers providing liquidity on our international exchange, driven by growth in volume; and

• an increase in transaction reversal losses primarily driven by higher transaction volume; offset in part by

• a decrease in blockchain transaction fees primarily due to lower average gas and asset prices for Ethereum.

There were no material changes to note within other.

Technology and development

															Three Months Ended March 31,												Change
(in thousands, except %)																											2025						2024						$						%
Personnel-related																											$	232,586					$	266,581					$	(33,995)					(13)
Website hosting and infrastructure																											67,247						49,873						17,374						35
Amortization, depreciation, and impairment																											32,012						25,850						6,162						24
Other																											23,523						15,559						7,964						51
Total technology and development																											$	355,368					$	357,863					$	(2,495)					(1)

Technology and development expenses decreased for the three months ended March 31, 2025 as compared to 2024, primarily due to:

• a decrease in personnel-related expenses reflecting:

◦$20.5 million lower stock-based compensation expense attributed to the roll-off of non-recurring multi-year stock-based compensation awards;

◦$17.3 million higher capitalization of costs of internally developed technology; and

◦a $10.3 million decrease due to updates made in late 2024 to our vesting schedule for new awards to achieve linear expense recognition; offset in part by

◦$15.6 million higher personnel-related expenses due to higher average headcount.

• an increase in website hosting and infrastructure expenses driven by increased activity on our platform.

There were no material changes to note within amortization, depreciation, and impairment or other.

Sales and marketing

																					Three Months Ended March 31,												Change
(in thousands, except %)																																	2025						2024						$						%
Marketing programs																																	$	104,970					$	30,459					$	74,511					245
USDC rewards																																	100,034						26,562						73,472						277
Personnel-related																																	33,456						35,492						(2,036)						(6)
Other																																	8,823						6,072						2,751						45
Total sales and marketing																																	$	247,283					$	98,585					$	148,698					151

Sales and marketing expenses increased for the three months ended March 31, 2025 as compared to 2024, primarily due to:

• an increase in marketing program expenses due to higher digital advertising spend as we capitalized on market momentum during the quarter; and

• an increase in USDC rewards payouts of $53.2 million primarily due to growth in average customer USDC balances held in Coinbase products3, with the remainder primarily due to higher reward rates offered to customers in an effort to enhance customer acquisition, retention, and platform engagement.

There were no material changes to note within personnel-related or other.

3 Comprises USDC held on behalf of customers in eligible Coinbase products.

General and administrative

																					Three Months Ended March 31,												Change
(in thousands, except %)																																	2025						2024						$						%
Personnel-related																																	$	166,159					$	156,313					$	9,846					6
Customer support(1)																																	70,455						18,720						51,735						276
Professional services																																	58,176						43,158						15,018						35
Other																																	99,556						69,045						30,511						44
Total general and administrative																																	$	394,346					$	287,236					$	107,110					37

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(1)Excludes personnel-related and professional services expenses.

General and administrative expenses increased for the three months ended March 31, 2025 as compared to 2024, primarily due to:

• an increase in customer support costs as a result of increased capacity needs. Our capacity needs typically increase in periods following higher Trading Volumes;

• an increase in professional services primarily due to higher costs of legal advisory services; and

• a $27.8 million increase in policy spend within other as we increased our crypto advocacy efforts, offset in part by a decrease of $20.1 million in legal costs. The remaining variance in other was due to increases across various expenses, with no material changes to note.

There were no material changes to note within personnel-related.

Losses (gains) on crypto assets held for operations, net

																								Three Months Ended March 31,												Change
(in thousands, except %)																																				2025						2024						$						%
Losses (gains) on crypto assets held for operations, net																																				$	34,365					$	(86,358)					$	120,723					(140)

Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices in 2025 as compared to a period of rising crypto asset prices in 2024. Though gross inflows and outflows of these assets were both $0.3 billion during each of the three months ended March 31, 2025 and 2024, respectively, losses and gains on changes in the fair value of the assets were limited as these assets are converted to cash or used for expenses nearly immediately after receipt.

Other operating (income) expense, net

																								Three Months Ended March 31,												Change
(in thousands, except %)																																				2025						2024						$						%
Platform-related incidents																																				$	720					$	195					$	525					269
Other																																				(6,619)						2,181						(8,800)						(403)
Total other operating (income) expense, net																																				$	(5,899)					$	2,376					$	(8,275)					(348)

There were no material changes to note within Other operating (income) expense, net.

Interest expense

																		Three Months Ended March 31,												Change
(in thousands, except %)																														2025						2024						$						%
Interest expense																														$	20,511					$	19,071					$	1,440					8

There were no material changes to note within Interest expense.

Losses (gains) on crypto assets held for investment, net

																		Three Months Ended March 31,												Change
(in thousands, except %)																														2025						2024						$						%
Losses (gains) on crypto assets held for investment, net																														$	596,651					$	(650,429)					$	1,247,080					(192)

Losses on crypto assets held for investment, net during the three months ended March 31, 2025 were primarily due to fair value remeasurement of these assets, mainly Bitcoin and Ethereum, as asset prices decreased, offset in part by increased investment purchases during the period. Gains on crypto assets held for investment, net during the three months ended March 31, 2024 were primarily due to fair value remeasurement of these assets, mainly Bitcoin and Ethereum, during a period when the asset prices increased.

Other expense (income), net

																		Three Months Ended March 31,												Change
(in thousands, except %)																														2025						2024						$						%
Losses (gains) on other financial instruments, net																														$	21,683					$	(13,186)					$	34,869					(264)
Losses (gains) on crypto asset loan receivables, net																														2,853						(25,526)						28,379						(111)
Other																														(18,348)						(6,893)						(11,455)						166
Total other expense (income), net																														$	6,188					$	(45,605)					$	51,793					(114)

Other expense (income), net changed for the three months ended March 31, 2025 as compared to 2024, primarily reflecting changes in the prices of crypto assets underlying certain of our investments, as prices increased in 2024 and decreased in 2025. There were no material changes to note within other.

Provision for income taxes

															Three Months Ended March 31,												Change
(in thousands, except %)																											2025						2024						$						%
Provision for income taxes																											$	16,848					$	261,179					$	(244,331)					(94)

For the three months ended March 31, 2025 as compared to 2024, the decrease in provision for income taxes was primarily due to lower pretax income, partially offset by lower tax benefits from stock-based compensation.

Non-GAAP Financial Measure

In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare this measure and component adjustments to similar information provided by peer companies and our past financial performance; provides additional company-specific adjustments for certain items that may be included in income from operations but that we do not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations, revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example:

• We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to period and may not directly correlate to the underlying performance of our business operations.

• We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other (income) expense, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP and (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are based on transactions on our platform and the sales of subscriptions and services.

• We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other expense (income), net, and benefit from or provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.

Limitations of Adjusted EBITDA

We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes:

• provision for income taxes;

• interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;

• depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

• stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

• net gains or losses on our crypto assets held for investment; and

• other expense (income), net, which represents losses or gains on other financial instruments, and other non-operating income and expense activity.

In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net income, and not to rely on any single financial measure to evaluate our business.

The following table provides a reconciliation of net income to Adjusted EBITDA (in thousands):

									Three Months Ended March 31,
															2025						2024
Net income															$	65,608					$	1,176,245
Adjusted to exclude the following:
Provision for income taxes															16,848						261,179
Interest expense															20,511						19,071
Depreciation and amortization															33,333						29,327
Stock-based compensation expense															190,729						224,504
Losses (gains) on crypto assets held for investment, net															596,651						(650,429)
Other expense (income), net(1)															6,188						(45,605)
Adjusted EBITDA															$	929,868					$	1,014,292

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(1)See Note 13. Other expense (income), net of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

Liquidity and Capital Resources

There have been no material changes to our liquidity and capital resources from those presented in the Annual Report, other than those described below.

We continue to believe our existing cash and cash equivalents and USDC will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. Our ability to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We anticipate satisfying our short-term cash requirements with our existing cash and cash equivalents and USDC and with future cash flows from operations and may satisfy our long-term cash requirements additionally with proceeds from a future equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Cash and cash equivalents and USDC

Our cash and cash equivalents and USDC balances consisted of the following (in thousands):

			March 31,						December 31,
			2025						2024
Cash and cash equivalents
Cash equivalents(1)			$	6,153,826					$	6,607,023
Cash held at financial institutions			1,761,826						1,848,700
Cash held at venues			135,517						88,180
Total cash and cash equivalents			$	8,051,169					$	8,543,903
USDC**(2)**
USDC not loaned or pledged as collateral			1,861,425						743,181
USDC pledged as collateral(3)			300,897						329,832
USDC loaned(3)			62,732						168,795
Total USDC			$	2,225,054					$	1,241,808

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(1)Cash equivalents consists of money market funds.

(2)USDC is a stablecoin redeemable on a one-to-one basis for U.S. dollars. While not accounted for as cash or cash equivalents, we treat our USDC holdings as a liquidity resource.

(3)USDC pledged as collateral represents assets pledged as collateral against our crypto asset borrowings, which do not meet the criteria for derecognition from our Condensed Consolidated Balance Sheets. USDC loaned represents loaned assets that do not meet the criteria for derecognition from our Condensed Consolidated Balance Sheets. See Note 4. Collateralized Arrangements and Financing of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

Long-term debt and other contractual obligations

There have been no material changes in our long-term debt and other contractual obligations since those presented in the Annual Report. As of March 31, 2025, our primary contractual obligation remained long-term debt, of which we held $4.3 billion in aggregate principal amount.

Crypto assets

We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate Prime Financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of March 31, 2025, we held the following crypto assets: $67.5 million held for operations, $597.5 million held as collateral, $235.4 million that were borrowed, and $1.3 billion held for investment.

Customer assets and liabilities

Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers. We also securely store additional customer AOP that we do not recognize in our Condensed Consolidated

Balance Sheets. We do not use customer crypto assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer’s consent.

Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of March 31, 2025, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date.

Capital requirements

Although currently we are not supervised by any federal banking agency, and our trading platform is not an SEC-regulated national securities exchange or alternative trading system, we operate globally in a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations enacted by U.S. federal, state, and local and foreign governments and regulatory authorities. These rules and regulations govern how we manage our liquidity, operations, and capital structure. Additionally, we and our subsidiaries hold licenses to operate as trust companies, money transmitters, and derivatives exchanges, or equivalents, requiring compliance with strict safeguards for customer funds and crypto assets, as well as capital and net worth requirements. For more information, see Part I, Item 1. “Business–Government Regulations” in the Annual Report as well as Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

In certain jurisdictions, we are required to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law, at a level equal to at least 100% of the aggregate amount of all customer custodial fund liabilities. Eligible liquid assets can include cash, cash equivalents, customer custodial funds, and in-transit customer receivables. As of March 31, 2025 our eligible liquid assets were greater than the aggregate amount of customer custodial fund liabilities.

Additionally, certain of our subsidiaries are subject to regulatory capital requirements that involve quantitative measures of USDC and crypto asset transactions, as well as USDC and crypto assets under custody. As of March 31, 2025, in aggregate, these subsidiaries were compliant with associated capital requirements of approximately $1.6 billion, which were met by a combination of corporate cash and cash equivalents and certain crypto assets held.

Cash flows

The following table summarizes our Condensed Consolidated Statements of Cash Flows (in thousands):

			Three Months Ended March 31,
			2025						2024
Net cash (used in) provided by operating activities			$	(182,727)					$	411,485
Net cash used in investing activities			(231,653)						(125,681)
Net cash (used in) provided by financing activities			(893,802)						1,927,721
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents			$	(1,308,182)					$	2,213,525
Change in customer custodial cash and cash equivalents			$	(830,946)					$	609,802

Operating activities

Our largest source of cash provided by operating activities are revenues generated from transaction fees. Our primary uses of cash in operating activities include payments to employees for compensation, website hosting and infrastructure services, and professional services.

Net cash used in operating activities increased by $594.2 million for the three months ended March 31, 2025 as compared to 2024 primarily due to:

• a $735.9 million increase in cash used to purchase USDC, reflecting higher customer demand;

• a $31.5 million increase in cash used to pay income taxes;

• a $27.8 million increase in cash used in policy spend as we increased our crypto advocacy efforts; and

• an overall increase in other cash expenses as we continue to grow our business; offset in part by

• an increase in cash provided as a result of the $396.7 million increase in total revenue; and

• a $36.0 million decrease in cash used as a result of higher annual employee performance compensation payouts during the prior year.

Investing activities

Net cash used in investing activities increased by $106.0 million for the three months ended March 31, 2025 as compared to 2024 as we invested more of our available cash, including:

• an increase of $189.0 million in cash used for purchases of crypto assets held for investment; and

• an increase of $19.7 million in cash used for purchases of strategic investments; offset in part by

• a decrease of $131.9 million in cash used for the origination of fiat loans, net of repayments, reflecting a decline in demand for Prime Financing products.

Financing activities

Net cash used in financing activities increased by $2.8 billion for the three months ended March 31, 2025 as compared to 2024 primarily due to:

• a $1.5 billion decrease in customer custodial cash, as we saw an increase in average customer USDC balances held in Coinbase products, which offer a higher yield;

• a $1.1 billion net decrease in cash provided as the prior year included proceeds from the issuance of our 2030 Convertible Notes less cash paid for associated capped calls; and

• a $200.8 million net decrease in recognized fiat collateral pledged by institutional customers related to Prime Financing loans reflecting changes in demand.

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of our Condensed Consolidated Financial Statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in the Annual Report.

Recent accounting pronouncements

See Note 2. Summary of Significant Accounting Policies of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.