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

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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,” “ou**r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 2, two numbers presented consecutively represent figures for the three and six months ended June 30, 2025 as compared to the corresponding periods 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 second quarter of 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 also deepened financial utility with payment focused innovations like Coinbase Business, USDC integration with Shopify, and the announcement of the Coinbase One Card. Infrastructure upgrades included Base Chain’s decentralization milestones, faster transaction speeds, and expanded stablecoin distribution. During the second quarter, we also reached significant milestones in advancing crypto policy and regulation both domestically and internationally, and we secured our Markets in Crypto-Assets Regulation (“MiCA”) license.

For the three and six months ended June 30, 2025, our net revenue was $1.4 billion and $3.4 billion, respectively, including $764.3 million and $2.0 billion in transaction revenue and $655.8 million and $1.4 billion in subscription and services revenue. For the same periods in 2024, our net revenue was $1.4 billion and $3.0 billion, respectively, including $780.9 million and $1.9 billion in transaction revenue and $599.0 million and $1.1 billion in subscription and services revenue.

For the three and six months ended June 30, 2025, our net income was $1.4 billion and $1.5 billion, and Adjusted EBITDA was $512.1 million and $1.4 billion. For the same periods in 2024, our net income was $36.2 million and $1.2 billion, and Adjusted EBITDA was $595.6 million and $1.6 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 third quarter of 2025, we expect technology and development and general and administrative expenses to increase as compared to the second quarter of 2025, driven by headcount growth. Additionally, we expect sales and marketing expenses to be in line with the second quarter of 2025, dependent on USDC balances in Coinbase products and performance marketing opportunities throughout the quarter.

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 June 30,				Change	Six Months Ended June 30,				Change
	2025		2024		%	2025		2024		%
MTUs(1) (in millions)	8.7		8.2		6	9.2		8.1		14
Assets on Platform(2) (in billions)	$	425	$	261	63	$	425	$	261	63
Trading Volume (in billions)	$	237	$	226	5	$	630	$	538	17
Net income (in millions)	$	1,429	$	36	nm	$	1,495	$	1,212	23
Adjusted EBITDA(3) (in millions)	$	512	$	596	(14)	$	1,442	$	1,610	(10)

nm - not meaningful

(1)MTUs for the three month period represent quarterly MTUs, which are calculated as the average of each month’s MTUs in each respective quarter. MTUs for the six month period are calculated as the average of the quarterly MTUs within the period.

(2)Represents Assets on Platform as of June 30, 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 and six months ended June 30, 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):


	June 30, 2025		June 30, 2024		Change %
Bitcoin	$	300,640,809	$	137,375,583	119
Ethereum	40,530,333		56,910,050		(29)
XRP	19,891,711		2,612,078		662
Solana	16,642,529		17,213,869		(3)
USDC	7,484,600		4,795,368		56
Other crypto assets(1)	39,802,538		42,302,505		(6)
Total	$	424,992,520	$	261,209,453	63

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

AOP at June 30, 2025 increased as compared to June 30, 2024, primarily reflecting higher Bitcoin AOP, including $65.7 billion of growth attributable to units and $97.6 billion of growth attributable to price. 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 June 30,						Change	Six Months Ended June 30,						Change
	2025			2024			%	2025			2024			%
Trading Volume (in billions)
Consumer	$	43		$	37		16	$	121		$	93		30
Institutional	194			189			3	509			445			14
Total Trading Volume	$	237		$	226		5	$	630		$	538		17

Trading Volume by crypto asset
Bitcoin	30		%	35		%	(14)	28		%	34		%	(18)
Ethereum	15			15			—	13			14			(7)
USDT	*			10			nm	10			11			(9)
XRP	*			*			nm	10			*			nm
Other crypto assets(1)	55			40			38	39			41			(5)
Total	100%			100%				100%			100%

nm - not meaningful

*Amount is below the reporting threshold of 10%

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

For the three and six months ended June 30, 2025 as compared to 2024, Trading Volume increased reflecting an increase in the total market and changes in our market share in the U.S., where our business is concentrated:

Total market — Crypto Asset Volatility1 increased 11% and 13% and average total crypto market capitalization increased 29% and 36%. 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.
Market share — For the three months ended comparative period, Trading Volume growth fell short of the 12% growth in overall U.S. spot market trading volume, as we saw a decrease in market share resulting primarily from lower USDT Trading Volume driven by an intentional pricing change made in March as we evolved our stablecoin strategy. For the six months ended comparative period, our Trading Volume outpaced the 15% growth in the overall U.S. spot market trading volume as we were able to capture a larger portion of the trading activity during the three months ended March 31, 2025.

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 June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	$		%(1)	$		%(1)	$		%(1)	$		%(1)
Revenue:
Net revenue	$	1,420,096	95	$	1,379,942	95	$	3,380,415	96	$	2,967,619	96
Other revenue	77,112		5	69,686		5	151,088		4	119,579		4
Total revenue	1,497,208		100	1,449,628		100	3,531,503		100	3,087,198		100
Operating expenses:
Transaction expense	245,261		16	191,477		13	548,287		16	408,884		13
Technology and development	387,322		26	364,258		25	742,690		21	722,121		23
Sales and marketing	236,245		16	165,262		11	483,528		14	263,847		9
General and administrative	353,707		24	320,115		22	748,053		21	607,351		20
(Gains) losses on crypto assets held for operations, net	(8,702)		(1)	31,016		2	25,663		1	(55,342)		(2)
Other operating expense, net	308,025		21	34,383		2	302,126		9	36,759		1
Total operating expenses	1,521,858		102	1,106,511		76	2,850,347		81	1,983,620		64
Operating (loss) income	(24,650)		(2)	343,117		24	681,156		19	1,103,578		36
Interest expense	20,535		1	20,507		1	41,046		1	39,578		1
(Gains) losses on crypto assets held for investment, net	(362,053)		(24)	319,020		22	234,598		7	(331,409)		(11)
Other (income) expense, net	(1,506,905)		(101)	63,827		4	(1,500,717)		(42)	18,222		1
Income (loss) before income taxes	1,823,773		122	(60,237)		(4)	1,906,229		54	1,377,187		45
Provision for (benefit from) income taxes	394,873		26	(96,387)		(7)	411,721		12	164,792		5
Net income	$	1,428,900	95	$	36,150	2	$	1,494,508	42	$	1,212,395	39

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

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.

Comparison of the three and six months ended June 30, 2025 and 2024

Revenue

For the three and six months ended June 30, 2025, we generated 86% and 85% of total revenue in the U.S. For the three and six months ended June 30, 2024, we generated 85% and 84% 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 all periods presented.

Transaction revenue



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Consumer, net	$	649,908	$	664,772	$	(14,864)	(2)	$	1,745,414	$	1,599,984	$	145,430	9
Institutional, net	60,819		63,624		(2,805)		(4)	159,707		149,016		10,691		7
Other transaction revenue, net	53,543		52,506		1,037		2	121,357		108,643		12,714		12
Total transaction revenue	$	764,270	$	780,902	$	(16,632)	(2)	$	2,026,478	$	1,857,643	$	168,835	9

Transaction revenue changed for the three and six months ended June 30, 2025 as compared to 2024, due to:

changes in consumer transaction revenue driven by:

◦an increase of $98.8 million and $465.4 million attributed to a 16% and 30% increase in consumer Trading Volume; offset by

◦a decrease of $113.7 million and $319.9 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; and

an increase in institutional transaction revenue for the six months ended comparative period primarily driven by:

◦the impact of 14% growth in institutional Trading Volume; and

◦an increase of $13.8 million from derivatives trading on our international exchange reflecting growth in trading volume; offset in part by

◦a $22.2 million decrease due to a lower average blended fee rate resulting primarily from reduced fees at higher Trading 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 by crypto asset was as follows:


	Three Months Ended June 30,		Change	Six Months Ended June 30,		Change
	2025	2024	%	2025	2024	%

Bitcoin	34%	31%	10	29%	31%	(6)
XRP	13	*	nm	16	*	nm
Ethereum	12	17	(29)	11	15	(27)
Solana	*	10	nm	*	*	nm
Other crypto assets(1)	41	42	(2)	44	54	(19)
Total	100%	100%		100%	100%

nm - not meaningful

*Amount is below the reporting threshold of 10%

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

Subscription and services revenue


	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Stablecoin revenue	$	332,497	$	240,436	$	92,061	38	$	630,032	$	437,753	$	192,279	44
Blockchain rewards	144,535		185,139		(40,604)		(22)	341,127		336,068		5,059		2
Interest and finance fee income	59,316		69,400		(10,084)		(15)	122,402		136,063		(13,661)		(10)
Other subscription and services revenue	119,478		104,065		15,413		15	260,376		200,092		60,284		30
Total subscription and services revenue	$	655,826	$	599,040	$	56,786	9	$	1,353,937	$	1,109,976	$	243,961	22

Subscription and services revenue increased for the three and six months ended June 30, 2025 as compared to 2024, reflecting:

increases in stablecoin revenue of:

◦$98.1 million and $203.3 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

◦$71.4 million and $139.3 million due to higher average USDC off-platform balances, on which we earn varying percentages depending on where the USDC is held; offset in part by

◦a decrease of $77.3 million and $145.8 million due to lower average interest rates, which declined 97 and 96 basis points;

changes in blockchain rewards, primarily consisting of:

◦a decrease of $43.5 million and $23.0 million due to changes in average crypto asset prices; offset in part by

◦an increase of $14.8 million and $22.5 million due to higher staked balances;

lower interest and finance fee income, primarily reflecting a decrease of $15.2 million and $26.6 million in interest income on customer custodial cash attributable to lower average earned interest rates, which declined 116 and 103 basis points; and
an increase in other subscription and services revenue, primarily due to growth of Coinbase One, reflecting a higher number of paid subscribers.

Other revenue


	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Corporate interest and other income	$	77,112	$	69,686	$	7,426	11	$	151,088	$	119,579	$	31,509	26
Total other revenue	$	77,112	$	69,686	$	7,426	11	$	151,088	$	119,579	$	31,509	26

Other revenue increased for the three and six months ended June 30, 2025 as compared to 2024, largely reflecting an increase of $15.8 million and $51.0 million due to higher average cash and cash equivalents balances, partially offset by lower average interest rates earned on these balances, which declined 105 and 93 basis points.

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

Operating expenses

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

Transaction expense



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Blockchain rewards fees	$	89,157	$	114,400	$	(25,243)	(22)	$	209,178	$	219,854	$	(10,676)	(5)
Transaction rebates and commissions	86,862		15,790		71,072		450	146,447		30,781		115,666		376
Payment processing and account verification	41,332		37,021		4,311		12	105,977		70,129		35,848		51
Transaction reversal losses	20,855		4,428		16,427		371	67,699		24,402		43,297		177
Other	7,055		19,838		(12,783)		(64)	18,986		63,718		(44,732)		(70)
Total transaction expense	$	245,261	$	191,477	$	53,784	28	$	548,287	$	408,884	$	139,403	34

Transaction expense increased for the three and six months ended June 30, 2025 as compared to 2024, reflecting:

lower blockchain rewards fees, which moved with blockchain rewards revenue, in addition to the impact of adjustments to our fee structures;
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;
an increase in payment processing fees for the six months ended comparative period, due primarily to increased volumes of transactions processed;
an increase in transaction reversal losses primarily driven by higher transaction volume; and
a decrease in blockchain transaction fees within other, primarily due to lower average gas and asset prices for Ethereum.

Technology and development



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Personnel-related	$	245,817	$	252,622	$	(6,805)	(3)	$	478,403	$	519,203	$	(40,800)	(8)
Website hosting and infrastructure	76,336		56,624		19,712		35	143,583		106,497		37,086		35
Amortization, depreciation, and impairment	34,585		36,459		(1,874)		(5)	66,597		62,309		4,288		7
Other	30,584		18,553		12,031		65	54,107		34,112		19,995		59
Total technology and development	$	387,322	$	364,258	$	23,064	6	$	742,690	$	722,121	$	20,569	3

Technology and development expenses increased for the three and six months ended June 30, 2025 as compared to 2024, reflecting:

a decrease in personnel-related expenses due to lower stock-based compensation expense (see Note 12. Stock-Based Compensation) primarily associated with non-recurring awards, offset in part by an increase due to higher average headcount; and
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 June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Marketing programs	$	90,022	$	62,878	$	27,144	43	$	194,992	$	93,337	$	101,655	109
USDC rewards	102,521		56,563		45,958		81	202,555		83,125		119,430		144
Personnel-related	32,319		38,358		(6,039)		(16)	65,775		73,850		(8,075)		(11)
Other	11,383		7,463		3,920		53	20,206		13,535		6,671		49
Total sales and marketing	$	236,245	$	165,262	$	70,983	43	$	483,528	$	263,847	$	219,681	83

Sales and marketing expenses increased for the three and six months ended June 30, 2025 as compared to 2024, primarily due to:

an increase in marketing program expenses largely due to higher digital advertising spend; and
an increase in USDC rewards payouts primarily reflecting growth in average customer USDC balances held in Coinbase products3.

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

General and administrative


	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Personnel-related	$	148,639	$	149,588	$	(949)	(1)	$	314,798	$	305,901	$	8,897	3
Professional services	71,010		46,772		24,238		52	129,186		89,930		39,256		44
Customer support(1)	54,590		29,449		25,141		85	125,045		48,169		76,876		160
Other	79,468		94,306		(14,838)		(16)	179,024		163,351		15,673		10
Total general and administrative	$	353,707	$	320,115	$	33,592	10	$	748,053	$	607,351	$	140,702	23

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

General and administrative expenses increased for the three and six months ended June 30, 2025 as compared to 2024, primarily due to:

an increase in professional services due to higher costs of legal advisory services;
an increase in customer support costs as a result of increased capacity needs. Our capacity needs typically increase in periods following higher Trading Volumes; and
within other, a decrease of $31.6 million in legal costs for the six months ended comparative period, with no additional material changes to note.

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

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

(Gains) losses on crypto assets held for operations, net



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

(Gains) losses on crypto assets held for operations, net	$	(8,702)	$	31,016	$	(39,718)	(128)	$	25,663	$	(55,342)	$	81,005	(146)

Changes in (gains) losses on crypto assets held for operations, net resulted primarily from holding these assets during periods of increasing and decreasing crypto asset prices, respectively. Though both gross inflows and outflows of these assets were $0.6 billion and $0.9 billion during the three and six months ended June 30, 2025, and $0.8 billion and $1.1 billion during the same periods in 2024, gains and losses 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 expense, net



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Platform-related incidents	$	306,654	$	32,403	$	274,251	846	$	307,374	$	32,598	$	274,776	843

Other	1,371		1,980		(609)		(31)	(5,248)		4,161		(9,409)		(226)
Total other operating expense, net	$	308,025	$	34,383	$	273,642	796	$	302,126	$	36,759	$	265,367	722

Other operating expense, net increased for the three and six months ended June 30, 2025 as compared to 2024, primarily due to losses directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs. There were no other material changes to note within other operating expense, net.

Interest expense



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Interest expense	$	20,535	$	20,507	$	28	—	$	41,046	$	39,578	$	1,468	4

There were no material changes to note within Interest expense.

(Gains) losses on crypto assets held for investment, net



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

(Gains) losses on crypto assets held for investment, net	$	(362,053)	$	319,020	$	(681,073)	(213)	$	234,598	$	(331,409)	$	566,007	(171)

Changes in (gains) losses on crypto assets held for investment, net during all periods presented resulted primarily from fair value remeasurement of these assets, mainly Bitcoin and Ethereum. The impact of these changes in fair value expanded late in the first quarter and during the second quarter of 2025, as we actively increased our investment in these assets during these periods.

Other (income) expense, net



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

(Gains) losses on strategic investments, net	$	(1,472,121)	$	13,814	$	(1,485,935)	nm	$	(1,475,448)	$	14,663	$	(1,490,111)	nm
(Gains) losses on other financial instruments, net	(17,740)		24,584		(42,324)		(172)	3,943		11,398		(7,455)		(65)

(Gains) losses on crypto asset loan receivables, net	(1,453)		34,010		(35,463)		(104)	1,400		8,484		(7,084)		(83)
Other	(15,591)		(8,581)		(7,010)		82	(30,612)		(16,323)		(14,289)		88
Total other (income) expense, net	$	(1,506,905)	$	63,827	$	(1,570,732)	nm	$	(1,500,717)	$	18,222	$	(1,518,939)	nm

nm - not meaningful

Other (income) expense, net changed for the three and six months ended June 30, 2025 as compared to 2024, due primarily to:

a gain on the fair value remeasurement of our investment in Circle Internet Group, Inc. following its initial public offering in June 2025;
gains on the fair value remeasurement of certain other crypto asset-denominated financial instruments; and
losses on the fair value remeasurement of loan receivables originated from our crypto assets held for investment portfolio for the three months ended June 30, 2024, which did not recur in 2025.

There were no material changes to note within other.

Provision for (benefit from) income taxes



	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2025		2024		$		%	2025		2024		$		%

Provision for (benefit from) income taxes	$	394,873	$	(96,387)	$	491,260	(510)	$	411,721	$	164,792	$	246,929	150

For the three months ended June 30, 2025 as compared to 2024, the increase in provision for (benefit from) income taxes was primarily due to higher pretax income, and lower tax benefits from stock-based compensation. For the six months ended June 30, 2025 as compared to 2024, the increase in provision for (benefit from) income taxes was primarily due to higher pretax income, and lower tax benefits from stock-based compensation and research and development credits, as well as a valuation allowance on non-U.S. losses for the six months ended June 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law in the United States. The OBBB includes significant changes to U.S. federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to the tax rate on income from non-U.S. sources and subsidiaries. We are evaluating the impact of the OBBB but do not expect it to have a material impact on our effective tax rate and net deferred tax asset balance in 2025.

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, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, and (iii) losses directly related to the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction. 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 (income) expense, net, and provision for (benefit from) 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 (benefit from) 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;
losses directly related to the Data Theft Incident;
net gains or losses on our crypto assets held for investment; and
other (income) expense, net, which represents net gains or losses on strategic investments and 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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income	$	1,428,900	$	36,150	$	1,494,508	$	1,212,395
Adjusted to exclude the following:
Provision for (benefit from) income taxes	394,873		(96,387)		411,721		164,792
Interest expense	20,535		20,507		41,046		39,578
Depreciation and amortization	33,901		34,501		67,234		63,828
Stock-based compensation expense	196,160		217,934		386,889		442,438
Data Theft Incident losses	306,654		—		306,654		—
(Gains) losses on crypto assets held for investment, net	(362,053)		319,020		234,598		(331,409)
Other (income) expense, net(1)	(1,506,905)		63,827		(1,500,717)		18,222
Adjusted EBITDA	$	512,065	$	595,552	$	1,441,933	$	1,609,844

(1)See Note 13. Other (Income) Expense, 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 both our short-term and long-term cash requirements with our existing cash and cash equivalents and USDC and with future cash flows from operations, and potential 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):


	June 30,		December 31,
	2025		2024
Cash and cash equivalents
Cash equivalents(1)	$	5,980,319	$	6,607,023
Cash held at financial institutions	1,448,784		1,848,700
Cash held at venues	110,285		88,180
Total cash and cash equivalents	$	7,539,388	$	8,543,903

USDC(2)
USDC not loaned or pledged as collateral	$	1,783,627	$	743,181
USDC pledged as collateral(3)	294,761		329,832
USDC loaned(3)	75,436		168,795
Total USDC	$	2,153,824	$	1,241,808

(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 since those presented in the Annual Report, except for the reclassification of our 2026 Convertible Notes due on June 1, 2026 from non-current liability to current liability. As of June 30, 2025, our primary contractual obligation remained long-term debt, of which we held $4.3 billion in aggregate principal amount, including $1.3 billion due within the next 12 months and classified as a current liability.

Our other contractual obligations increased materially over those as of December 31, 2024, primarily due to entry into office lease, multi-year contract renewal, and business combination agreements. These obligations arise in the normal course of business and represent a material cash requirement. See Note 10. Other Condensed Consolidated Balance Sheets Details, for additional details on leases, and Note 16. Commitments and Contingencies, for additional details on non-cancelable purchase obligations and the business combination, of the Notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 June 30, 2025, we held the following crypto assets: $126.0 million held for operations, $951.3 million held as collateral, $223.6 million that were borrowed, and $1.8 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 June 30, 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 June 30, 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 June 30, 2025, in aggregate, these subsidiaries were compliant with associated capital requirements of approximately $1.3 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):


	Six Months Ended June 30,
	2025		2024
Net cash provided by operating activities	$	145,747	$	895,682
Net cash used in investing activities	(916,809)		(144,292)
Net cash (used in) provided by financing activities	(1,284,939)		993,988
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents	$	(2,056,001)	$	1,745,378

Change in customer custodial cash and cash equivalents	$	(1,002,312)	$	(378,019)

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 provided by operating activities decreased by $749.9 million for the six months ended June 30, 2025 as compared to 2024 primarily due to:

a $454.8 million increase in cash used to purchase USDC, reflecting higher customer demand;
$253.4 million in cash used in 2025 related to the Data Theft Incident, for which impacted customers were voluntarily reimbursed; and
an overall increase in other cash expenses as we continue to grow our business; offset in part by
cash provided as a result of the $444.3 million increase in total revenue.

Investing activities

Net cash used in investing activities increased by $772.5 million for the six months ended June 30, 2025 as compared to 2024 as we invested more of our available cash, including:

a $448.7 million increase in cash used for net purchases of crypto assets held for investment; and
a $205.9 million increase in cash used for the origination of fiat loans, net of repayments, reflecting higher demand for Prime Financing products.

Financing activities

Net cash used in financing activities increased by $2.3 billion for the six months ended June 30, 2025 as compared to 2024 primarily due to:

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 $783.2 million decrease in customer custodial funds, as we saw an increase in average customer USDC balances held in Coinbase products, which offer a higher yield.

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.

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