filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
Coinbase Global, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(unaudited)
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 8,676,275 | $ | 8,543,903 | |||||||
| Restricted cash and cash equivalents | 78,867 | 38,519 | |||||||||
| USDC | 3,696,441 | 1,241,808 | |||||||||
| Customer custodial funds | 5,672,037 | 6,158,949 | |||||||||
| Crypto assets held for operations | 161,145 | 82,781 | |||||||||
| Loan receivables | 859,056 | 475,370 | |||||||||
| Crypto assets held as collateral | 1,017,382 | 767,484 | |||||||||
| Crypto assets borrowed | 346,008 | 261,052 | |||||||||
| Accounts receivable, net | 308,423 | 265,251 | |||||||||
| Marketable investments | 1,093,395 | — | |||||||||
| Other current assets | 184,160 | 277,536 | |||||||||
| Total current assets | 22,093,189 | 18,112,653 | |||||||||
| Crypto assets held for investment | 2,597,277 | 1,552,995 | |||||||||
| Strategic investments | 401,728 | 374,161 | |||||||||
| Deferred tax assets | 324,096 | 941,298 | |||||||||
| Goodwill | 4,004,112 | 1,139,670 | |||||||||
| Intangible assets, net | 1,417,823 | 46,804 | |||||||||
| Other non-current assets | 513,142 | 374,370 | |||||||||
| Total assets | $ | 31,351,367 | $ | 22,541,951 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Customer custodial fund liabilities | $ | 5,672,037 | $ | 6,158,949 | |||||||
| Current portion of long-term debt | 1,268,081 | — | |||||||||
| Crypto asset borrowings | 386,823 | 300,110 | |||||||||
| Obligation to return collateral | 1,026,945 | 792,125 | |||||||||
| Accrued expenses and other current liabilities | 835,468 | 690,136 | |||||||||
| Total current liabilities | 9,189,354 | 7,941,320 | |||||||||
| Long-term debt | 5,933,447 | 4,234,081 | |||||||||
| Other non-current liabilities | 205,342 | 89,708 | |||||||||
| Total liabilities | 15,328,143 | 12,265,109 | |||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of September 30, 2025 and December 31, 2024 | — | — | |||||||||
| Class A and B common stock, $0.00001 par value; 10,500,000 (Class A 10,000,000, Class B 500,000) shares authorized at September 30, 2025 and December 31, 2024; 268,736 (Class A 227,157, Class B 41,579) shares issued and outstanding at September 30, 2025 and 253,640 (Class A 209,762, Class B 43,878) shares issued and outstanding at December 31, 2024 | 3 | 2 | |||||||||
| Additional paid-in capital | 9,131,722 | 5,365,990 | |||||||||
| Accumulated other comprehensive income (loss) | 3,538 | (50,051) | |||||||||
| Retained earnings | 6,887,961 | 4,960,901 | |||||||||
| Total stockholders’ equity | 16,023,224 | 10,276,842 | |||||||||
| Total liabilities and stockholders’ equity | $ | 31,351,367 | $ | 22,541,951 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Net revenue | $ | 1,792,984 | $ | 1,128,597 | $ | 5,173,399 | $ | 4,096,216 | |||||||||||||||
| Other revenue | 75,709 | 76,596 | 226,797 | 196,175 | |||||||||||||||||||
| Total revenue | 1,868,693 | 1,205,193 | 5,400,196 | 4,292,391 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Transaction expense | 253,318 | 171,781 | 801,605 | 580,665 | |||||||||||||||||||
| Technology and development | 430,585 | 377,440 | 1,173,275 | 1,099,561 | |||||||||||||||||||
| Sales and marketing | 260,272 | 164,770 | 743,800 | 428,617 | |||||||||||||||||||
| General and administrative | 418,446 | 330,387 | 1,166,499 | 937,738 | |||||||||||||||||||
| Gains on crypto assets held for operations, net | (35,740) | (142) | (10,077) | (55,484) | |||||||||||||||||||
| Other operating expense (income), net | 61,280 | (8,556) | 363,406 | 28,203 | |||||||||||||||||||
| Total operating expenses | 1,388,161 | 1,035,680 | 4,238,508 | 3,019,300 | |||||||||||||||||||
| Operating income | 480,532 | 169,513 | 1,161,688 | 1,273,091 | |||||||||||||||||||
| Interest expense | 21,774 | 20,530 | 62,820 | 60,108 | |||||||||||||||||||
| (Gains) losses on crypto assets held for investment, net | (423,903) | 120,507 | (189,305) | (210,902) | |||||||||||||||||||
| Other expense (income), net | 380,518 | (40,105) | (1,120,199) | (21,883) | |||||||||||||||||||
| Income before income taxes | 502,143 | 68,581 | 2,408,372 | 1,445,768 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 69,591 | (6,914) | 481,312 | 157,878 | |||||||||||||||||||
| Net income | $ | 432,552 | $ | 75,495 | $ | 1,927,060 | $ | 1,287,890 | |||||||||||||||
| Net income attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | 432,552 | $ | 75,455 | $ | 1,927,060 | $ | 1,287,106 | |||||||||||||||
| Diluted | $ | 437,095 | $ | 75,459 | $ | 1,938,812 | $ | 1,296,949 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 1.65 | $ | 0.30 | $ | 7.49 | $ | 5.23 | |||||||||||||||
| Diluted | $ | 1.50 | $ | 0.28 | $ | 6.85 | $ | 4.76 | |||||||||||||||
| Weighted-average shares of common stock used to compute net income per share: | |||||||||||||||||||||||
| Basic | 262,831 | 248,834 | 257,332 | 245,986 | |||||||||||||||||||
| Diluted | 291,958 | 267,440 | 283,165 | 272,239 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 432,552 | $ | 75,495 | $ | 1,927,060 | $ | 1,287,890 | |||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Translation adjustment | 3,091 | 11,437 | 53,101 | 1,754 | |||||||||||||||||||
| Income tax effect | 507 | (9) | 488 | (327) | |||||||||||||||||||
| Translation adjustment, net of tax | 3,598 | 11,428 | 53,589 | 1,427 | |||||||||||||||||||
| Comprehensive income | $ | 436,150 | $ | 86,923 | $ | 1,980,649 | $ | 1,289,317 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(In thousands)
(unaudited)
| Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | 256,433 | $ | 2 | $ | 5,639,538 | $ | (60) | $ | 6,455,409 | $ | 12,094,889 | ||||||||||||||||||||||||||||||||||||
| Common stock issued as consideration for business combination | 10,998 | 1 | 3,573,091 | — | — | 3,573,092 | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with equity awards | 1,661 | — | 17,104 | — | — | 17,104 | |||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for net share settlement of equity awards | (356) | — | (107,422) | — | — | (107,422) | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (inclusive of capitalized stock-based compensation) | — | — | 233,661 | — | — | 233,661 | |||||||||||||||||||||||||||||||||||||||||
| Purchases of capped calls | — | — | (224,250) | — | — | (224,250) | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 3,598 | — | 3,598 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 432,552 | 432,552 | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 268,736 | $ | 3 | $ | 9,131,722 | $ | 3,538 | $ | 6,887,961 | $ | 16,023,224 | ||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2024 | 248,337 | $ | 2 | $ | 4,816,808 | $ | (40,271) | $ | 3,594,230 | $ | 8,370,769 | ||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with equity awards | 1,953 | — | 10,738 | — | — | 10,738 | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (inclusive of capitalized stock-based compensation) | — | — | 259,692 | — | — | 259,692 | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 11,428 | — | 11,428 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 75,495 | 75,495 | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | 250,290 | $ | 2 | $ | 5,087,238 | $ | (28,843) | $ | 3,669,725 | $ | 8,728,122 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(In thousands)
(unaudited)
| Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 253,640 | $ | 2 | $ | 5,365,990 | $ | (50,051) | $ | 4,960,901 | $ | 10,276,842 | ||||||||||||||||||||||||||||||||||||
| Common stock issued as consideration for business combination | 10,998 | 1 | 3,573,091 | — | — | 3,573,092 | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with equity awards | 5,225 | — | 76,559 | — | — | 76,559 | |||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for net share settlement of equity awards | (1,127) | — | (308,803) | — | — | (308,803) | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (inclusive of capitalized stock-based compensation) | — | — | 649,135 | — | — | 649,135 | |||||||||||||||||||||||||||||||||||||||||
| Purchases of capped calls | — | — | (224,250) | — | — | (224,250) | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 53,589 | — | 53,589 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 1,927,060 | 1,927,060 | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 268,736 | $ | 3 | $ | 9,131,722 | $ | 3,538 | $ | 6,887,961 | $ | 16,023,224 | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | 242,048 | $ | 2 | $ | 4,491,571 | $ | (30,270) | $ | 1,820,346 | $ | 6,281,649 | ||||||||||||||||||||||||||||||||||||
| Cumulative-effect adjustment due to the adoption of Accounting Standards Update No. 2023-08, net of tax | — | — | — | — | 561,489 | 561,489 | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with equity awards, net of stock options repurchases | 8,904 | — | 91,372 | — | — | 91,372 | |||||||||||||||||||||||||||||||||||||||||
| Common stock withheld for net share settlement of equity awards | (662) | — | (117,225) | — | — | (117,225) | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (inclusive of capitalized stock-based compensation) | — | — | 725,630 | — | — | 725,630 | |||||||||||||||||||||||||||||||||||||||||
| Purchases of capped calls | — | — | (104,110) | — | — | (104,110) | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 1,427 | — | 1,427 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 1,287,890 | 1,287,890 | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | 250,290 | $ | 2 | $ | 5,087,238 | $ | (28,843) | $ | 3,669,725 | $ | 8,728,122 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 1,927,060 | $ | 1,287,890 | |||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | 117,312 | 94,523 | |||||||||
| Stock-based compensation expense | 608,958 | 690,854 | |||||||||
| Deferred income taxes | 486,498 | 61,075 | |||||||||
| Gains on crypto assets held for operations, net | (10,077) | (55,484) | |||||||||
| Gains on crypto assets held for investment, net | (189,305) | (210,902) | |||||||||
| (Gains) losses on investments, net | (1,075,198) | 15,141 | |||||||||
| Other operating activities, net | 6,830 | 31,745 | |||||||||
| Net changes in operating assets and liabilities | (2,510,846) | (322,616) | |||||||||
| Net cash (used in) provided by operating activities | (638,768) | 1,592,226 | |||||||||
| Cash flows from investing activities | |||||||||||
| Fiat loans originated | (1,246,352) | (1,270,063) | |||||||||
| Proceeds from repayment of fiat loans | 819,455 | 1,075,000 | |||||||||
| Business combinations, net of cash acquired | (687,634) | — | |||||||||
| Purchases of crypto assets held for investment | (679,931) | (18,486) | |||||||||
| Dispositions of crypto assets held for investment | 226,371 | 52,586 | |||||||||
| Other investing activities, net | (84,292) | (72,006) | |||||||||
| Net cash used in investing activities | (1,652,383) | (232,969) | |||||||||
| Cash flows from financing activities | |||||||||||
| Issuances of convertible senior notes, net | 2,957,135 | 1,246,025 | |||||||||
| Purchases of capped calls | (224,250) | (104,110) | |||||||||
| Customer custodial fund liabilities | (600,398) | (550,776) | |||||||||
| Fiat received as collateral | 499,417 | 525,699 | |||||||||
| Fiat received as collateral returned | (514,494) | (410,438) | |||||||||
| Taxes paid related to net share settlement of equity awards | (308,803) | (117,225) | |||||||||
| Other financing activities, net | 87,489 | 93,488 | |||||||||
| Net cash provided by financing activities | 1,896,096 | 682,663 | |||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents | (395,055) | 2,041,920 | |||||||||
| Effect of exchange rates on cash, cash equivalents, and restricted cash and cash equivalents | 89,868 | 19,664 | |||||||||
| Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period | 14,610,442 | 9,555,429 | |||||||||
| Cash, cash equivalents, and restricted cash and cash equivalents, end of period | $ | 14,305,255 | $ | 11,617,013 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. NATURE OF OPERATIONS
Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”).
The Company provides a trusted platform that serves as a compliant on-ramp to the onchain economy and enables users to engage in a wide variety of activities with their crypto assets in both proprietary and third-party product experiences enabled by access to decentralized applications. The Company offers (i) consumers their primary financial account for the cryptoeconomy, (ii) institutions a full-service prime brokerage platform with access to deep pools of liquidity across the crypto marketplace, and (iii) developers a suite of products granting access to build onchain.
The Company is remote-first and accordingly, does not maintain a headquarters. Substantially all of the Company’s executive team meetings are held virtually, with meetings occasionally held in-person at locations that are either not in the Company’s offices or in various of the Company’s offices distributed around the world. The Company holds all of its stockholder meetings virtually.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and preparation
The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries – entities in which the Company holds, directly or indirectly, more than 50% of the voting rights, or where it exercises control. The Condensed Consolidated Financial Statements are unaudited but have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) on the same basis as the audited Consolidated Financial Statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s Financial Statements. Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions in the Condensed Consolidated Financial Statements and notes thereto. Certain prior period amounts in the Condensed Consolidated Financial Statements have been reclassified to conform to the current period’s presentation. The unaudited Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other period and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2025 (the “Annual Report”).
There were no material changes to the Company’s most significant estimates and assumptions, significant accounting policies, segment reporting, or recent accounting pronouncements that were disclosed in Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements included in the Annual Report, other than as discussed below.
Recent accounting pronouncement pending adoption
On September 18, 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is required to be adopted for fiscal years commencing after December 15, 2027, with early adoption permitted. ASU 2025-06 allows for a prospective, retrospective, or modified transition approach to adoption, based on the status of the project and whether software costs were capitalized before the date of adoption. The Company anticipates using a prospective transition approach and is evaluating the impact of adopting the standard on the Condensed Consolidated Financial
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Statements.
Concentration of credit risk
The Company’s cash and cash equivalents, restricted cash and cash equivalents, customer custodial funds, USDC, loan receivables, certain crypto assets held, accounts receivable, and deposits are potentially subject to concentration of credit risk. See below and Notes 5. Collateralized Arrangements and Financing and 7. Accounts Receivable, Net for a discussion of these risks by counterparty and type of transaction.
Funds held at financial institutions
Cash and cash equivalents, restricted cash and cash equivalents, and customer custodial funds are primarily placed with financial institutions which are of high credit quality. The Company holds corporate and customer custodial cash equivalents primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.
Funds held at trading venues, payment processors, and clearing brokers
The Company holds cash, restricted cash and deposits, and crypto assets at crypto asset trading venues, payment processors, and clearing brokers, and performs a regular assessment of these venues as part of its risk management process. As of September 30, 2025, the Company held $216.9 million at these venues, including $110.8 million in cash, $61.1 million in crypto assets, and $42.6 million in restricted cash. As of December 31, 2024, the Company held $88.2 million in cash at these venues.
USDC
The Company holds USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars and issued by Circle Internet Financial, LLC (“Circle”) and its affiliate, Circle Internet Financial Europe SAS. USDC is accounted for as a financial instrument in the Condensed Consolidated Financial Statements. Circle reported that, as of September 30, 2025, underlying reserves were held in cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefit of USDC holders.
3. ACQUISITIONS
Information on acquisitions completed during the periods presented is set forth below. The results of operations of all business combinations have been recorded in the Condensed Consolidated Financial Statements since the dates of acquisition.
Deribit
On August 14, 2025, the Company acquired the outstanding equity of Sentillia B.V. (“Deribit”), a crypto derivatives exchange. The Company believes this strategic acquisition will play a key role in its goal to be the premier global platform for crypto derivatives. Total consideration transferred in the acquisition, subject to customary post-closing adjustments, was $4.3 billion, consisting of the following (in thousands):
| Cash | $ | 721,460 | |||
| Class A common stock of the Company(1) | 3,573,092 | ||||
| Total purchase consideration | $ | 4,294,552 |
(1)Fair value, representing the closing market price of the Company’s Class A common stock on the acquisition date.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The aggregate purchase consideration includes $150.0 million in cash subject to an indemnity escrow that expires 15 months after the acquisition date.
In accordance with ASC 805, Business Combinations (“ASC 805”), the acquisition was accounted for as a business combination under the acquisition method. The purchase consideration was preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, as follows (in thousands):
| Goodwill | $ | 2,818,754 | |||
| Intangible assets | 1,390,000 | ||||
| Crypto assets held for investment | 164,263 | ||||
| Deferred tax assets and liabilities, net | (132,527) | ||||
| Cash and cash equivalents and restricted cash | 91,063 | ||||
| Other assets and liabilities, net | (37,001) | ||||
| Net assets acquired | $ | 4,294,552 |
The fair values of acquired assets and liabilities have been determined on a provisional basis, primarily as it relates to intangible assets and deferred taxes, given the proximity of the acquisition to the reporting date, pending finalization of the determination of the fair values of the acquired assets and liabilities. Any changes in the fair value of the assets acquired and liabilities assumed during the measurement period (up to one year from the acquisition date) may result in adjustments to goodwill.
The goodwill is primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Deribit’s trading platform with the Company’s existing platform. The goodwill is expected to be deductible for U.S. tax purposes.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data):
| Fair Value | Useful Life at Acquisition (in years) | ||||||||||
| Customer relationships | $ | 1,059,000 | 15 | ||||||||
| Acquired developed technology | 288,000 | 6 | |||||||||
| Trade name | 43,000 | 8 | |||||||||
| Total identifiable intangible assets acquired | $ | 1,390,000 | 13 |
The customer relationships intangible asset represents the fair value of future projected cash flows that will be derived from existing customers of Deribit and was valued using the multi-period excess earnings method. The present value of projected future cash flows included significant judgment and assumptions regarding projected future revenues, attrition rates, and the discount rate.
Other acquisitions
During 2025, the Company completed other business combinations that were immaterial, both individually and in the aggregate.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. REVENUE
The following table presents revenue disaggregated by type (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Net revenue | ||||||||||||||||||||||||||||||||
| Transaction revenue | ||||||||||||||||||||||||||||||||
| Consumer, net | $ | 843,544 | $ | 483,261 | $ | 2,588,958 | $ | 2,083,245 | ||||||||||||||||||||||||
| Institutional, net | 135,009 | 55,293 | 294,716 | 204,309 | ||||||||||||||||||||||||||||
| Other transaction revenue, net | 67,707 | 33,950 | 189,064 | 142,593 | ||||||||||||||||||||||||||||
| Total transaction revenue | 1,046,260 | 572,504 | 3,072,738 | 2,430,147 | ||||||||||||||||||||||||||||
| Subscription and services revenue | ||||||||||||||||||||||||||||||||
| Stablecoin revenue(1) | 354,661 | 246,856 | 984,693 | 684,609 | ||||||||||||||||||||||||||||
| Blockchain rewards | 184,647 | 154,815 | 525,774 | 490,883 | ||||||||||||||||||||||||||||
| Interest and finance fee income(2) | 64,758 | 63,987 | 187,160 | 200,050 | ||||||||||||||||||||||||||||
| Other subscription and services revenue | 142,658 | 90,435 | 403,034 | 290,527 | ||||||||||||||||||||||||||||
| Total subscription and services revenue | 746,724 | 556,093 | 2,100,661 | 1,666,069 | ||||||||||||||||||||||||||||
| Total net revenue | 1,792,984 | 1,128,597 | 5,173,399 | 4,096,216 | ||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
| Corporate interest and other income(1) | 75,709 | 76,596 | 226,797 | 196,175 | ||||||||||||||||||||||||||||
| Total other revenue | 75,709 | 76,596 | 226,797 | 196,175 | ||||||||||||||||||||||||||||
| Total revenue | $ | 1,868,693 | $ | 1,205,193 | $ | 5,400,196 | $ | 4,292,391 |
(1)Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).
(2)Amounts primarily represent revenue that is not accounted for as revenue from contracts with customers, as well as an immaterial amount of finance fee income that is accounted for as revenue from contracts with customers.
During the three and nine months ended September 30, 2025 and 2024, one counterparty accounted for more than 10% of total revenue in each period, as represented by Stablecoin revenue in the table above.
Revenue by geographic location
The following table presents revenue disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| U.S.(1) | $ | 1,518,794 | $ | 1,037,705 | $ | 4,516,062 | $ | 3,623,771 | |||||||||||||||
| International(2) | 349,899 | 167,488 | 884,134 | 668,620 | |||||||||||||||||||
| Total revenue | $ | 1,868,693 | $ | 1,205,193 | $ | 5,400,196 | $ | 4,292,391 |
(1)Nearly all revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606, is with counterparties in the U.S.
(2)No country accounted for more than 10% of Total revenue.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5. COLLATERALIZED ARRANGEMENTS AND FINANCING
Loans and related collateral
The following table summarizes the Company’s institutional financing lending arrangements (in thousands):
| September 30, | December 31, | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Loan receivables | ||||||||||||||||||||
| Fiat loan receivables | $ | 809,649 | $ | 382,751 | ||||||||||||||||
| Crypto asset loan receivables | 49,407 | 92,619 | ||||||||||||||||||
| Total loan receivables(1) | $ | 859,056 | $ | 475,370 | ||||||||||||||||
| Customer loans not meeting recognition criteria | ||||||||||||||||||||
| USDC | $ | 57,162 | $ | 168,795 |
(1)Includes an immaterial amount of fiat and crypto asset trade finance receivables as of September 30, 2025 and December 31, 2024.
As of September 30, 2025 and December 31, 2024, the Company had four and two counterparties, respectively, each of whom accounted for more than 10% of the Company’s recognized Loan receivables. As of both of these dates, the Company also had three counterparties, each of whom accounted for more than 10% of the Company’s customer loans that did not meet the recognition criteria.
As of September 30, 2025 and December 31, 2024, the collateral requirements for all loans outstanding, including customer loans not meeting recognition criteria, ranged from 100% to 300% of the fair value of the loan. No allowance, write-offs, or recoveries were recognized against loan receivables or customer loans not meeting recognition criteria during the periods presented, and none of these loans were past due.
The following table summarizes assets the Company holds and has recognized as collateral with a corresponding obligation to return the collateral to the borrower (in thousands, except units):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | |||||||||||||||||||||||||||||||||
| Fiat(1) | N/A | N/A | $ | 9,563 | N/A | N/A | $ | 24,641 | ||||||||||||||||||||||||||||||
| Bitcoin | 7,597 | $ | 624,587 | 864,359 | 6,918 | $ | 414,745 | 647,568 | ||||||||||||||||||||||||||||||
| Ethereum | 36,750 | 100,767 | 153,023 | 33,130 | 98,787 | 111,445 | ||||||||||||||||||||||||||||||||
| Other crypto assets(2) | — | — | — | nm | 8,065 | 8,471 | ||||||||||||||||||||||||||||||||
| Crypto assets held as collateral | $ | 725,354 | 1,017,382 | $ | 521,597 | 767,484 | ||||||||||||||||||||||||||||||||
| Total recognized held as collateral | $ | 1,026,945 | $ | 792,125 |
nm - not meaningful
(1)Fiat collateral held is recognized within Cash and cash equivalents in the Condensed Consolidated Balance Sheets. Cost basis and units are not required disclosure and are therefore labeled N/A.
(2)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held as collateral.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarizes collateral pledged by customers in financing arrangements with the Company, which the Company has not recognized as collateral nor as an obligation to return the collateral (in thousands):
| September 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Fiat | $ | 57,149 | $ | 64,760 | ||||||||||
| USDC | 21,957 | 45,222 | ||||||||||||
| Crypto assets | 601,596 | 178,619 | ||||||||||||
| Total customer collateral not recognized as collateral | $ | 680,702 | $ | 288,601 |
Borrowings and related collateral
The following table summarizes the units, cost basis, and fair value of Crypto assets borrowed and the associated Crypto asset borrowings (in thousands, except units):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | |||||||||||||||||||||||||||||||||
| Crypto assets borrowed | ||||||||||||||||||||||||||||||||||||||
| Bitcoin | 1,104 | $ | 157,785 | $ | 125,966 | 1,923 | $ | 191,986 | $ | 179,480 | ||||||||||||||||||||||||||||
| Ethereum | 46,357 | 202,925 | 192,193 | 17,413 | 65,213 | 57,989 | ||||||||||||||||||||||||||||||||
| Other crypto assets(1) | nm | 28,926 | 27,849 | nm | 18,701 | 23,583 | ||||||||||||||||||||||||||||||||
| Total borrowed | $ | 389,636 | $ | 346,008 | $ | 275,900 | $ | 261,052 | ||||||||||||||||||||||||||||||
| Crypto asset borrowings | ||||||||||||||||||||||||||||||||||||||
| Bitcoin | 1,339 | $ | 157,425 | $ | 152,737 | 2,178 | $ | 213,096 | $ | 203,370 | ||||||||||||||||||||||||||||
| Ethereum | 47,937 | 204,381 | 198,746 | 19,133 | 68,803 | 63,720 | ||||||||||||||||||||||||||||||||
| Other crypto assets(1) | nm | 36,401 | 35,340 | nm | 28,141 | 33,020 | ||||||||||||||||||||||||||||||||
| Total borrowings | $ | 398,207 | $ | 386,823 | $ | 310,040 | $ | 300,110 |
nm - not meaningful
(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets borrowed or total Crypto asset borrowings, as applicable.
As of September 30, 2025 and December 31, 2024, the weighted average annual fees on these borrowings were 2.8% and 2.4%, respectively.
The fair value of the Company’s corporate assets pledged as collateral against Crypto asset borrowings consisted of the following (in thousands):
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets pledged as collateral | |||||||||||
| USDC | $ | — | $ | 4,009 | |||||||
| Assets pledged as collateral not meeting derecognition criteria | |||||||||||
| USDC | $ | 423,036 | $ | 329,832 |
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. CRYPTO ASSETS HELD FOR OPERATIONS
The following table summarizes Crypto assets held for operations (in thousands, except units):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | ||||||||||||||||||||||||||||||
| Bitcoin | 460 | $ | 45,316 | $ | 55,252 | 57 | $ | 7,814 | $ | 5,473 | |||||||||||||||||||||||||
| Ethereum | 8,710 | 23,030 | 36,169 | 8,142 | 21,843 | 27,122 | |||||||||||||||||||||||||||||
| Solana | 103,722 | 20,306 | 22,770 | 69,280 | 14,526 | 13,245 | |||||||||||||||||||||||||||||
| Other crypto assets(1) | nm | 34,888 | 46,954 | nm | 51,871 | 36,941 | |||||||||||||||||||||||||||||
| Total held for operations | $ | 123,540 | $ | 161,145 | $ | 96,054 | $ | 82,781 |
nm - not meaningful
(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for operations.
7. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following (in thousands):
| September 30, | December 31, | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Stablecoin revenue receivable | $ | 129,387 | $ | 85,983 | ||||||||||||||||
| Customer fee revenue receivable | 37,617 | 39,317 | ||||||||||||||||||
| Other accounts receivable | 155,488 | 169,380 | ||||||||||||||||||
| Gross accounts receivable | 322,492 | 294,680 | ||||||||||||||||||
| Less: allowance for doubtful accounts | (14,069) | (29,429) | ||||||||||||||||||
| Total accounts receivable, net | $ | 308,423 | $ | 265,251 |
As of September 30, 2025 and December 31, 2024, the Company had two and one counterparties, respectively, each of whom accounted for more than 10% of the Company’s Accounts receivable, net.
8. CRYPTO ASSETS HELD FOR INVESTMENT
The following table summarizes Crypto assets held for investment (in thousands, except units):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | ||||||||||||||||||||||||||||||
| Bitcoin | 14,548 | $ | 1,039,676 | $ | 1,659,601 | 6,885 | $ | 272,164 | $ | 642,738 | |||||||||||||||||||||||||
| Ethereum | 148,715 | 368,761 | 616,807 | 115,700 | 260,674 | 385,314 | |||||||||||||||||||||||||||||
| Other crypto assets(1) | nm | 301,106 | 320,869 | nm | 347,827 | 524,943 | |||||||||||||||||||||||||||||
| Total held for investment | $ | 1,709,543 | $ | 2,597,277 | $ | 880,665 | $ | 1,552,995 |
nm - not meaningful
(1)Includes various other crypto asset balances, none of which individually represented more than 5% of the fair value of total Crypto assets held for investment.
As of September 30, 2025, the Company had $114.5 million of Crypto assets held for investment subject to selling restrictions that are time-based and lift between 2025 and 2029.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
9. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table reflects the changes in the carrying amount of goodwill (in thousands):
| Carrying Amount | |||||
| Balance at January 1, 2025 | $ | 1,139,670 | |||
| Additions due to acquisitions | 2,864,442 | ||||
| Balance at September 30, 2025 | $ | 4,004,112 |
There was no impairment recognized against goodwill at the beginning or end of the periods presented, and no measurement period adjustments during the periods presented.
Intangible assets, net
Intangible assets, net, as disclosed in this footnote exclude internally developed software and crypto assets, which are presented within Software and equipment, net and the various crypto assets held line items in the Condensed Consolidated Balance Sheets, respectively. Intangible assets, net and their associated weighted average remaining useful lives in years (“Life”) consisted of the following (in thousands, except years):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | Life | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | Life | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortizing intangible assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | 1,072,800 | $ | (17,516) | $ | 1,055,284 | 14.9 | $ | 75,711 | $ | (65,989) | $ | 9,722 | 0.4 | ||||||||||||||||||||||||||||||||||||||||||
| Acquired developed technology | 327,200 | (34,959) | 292,241 | 5.7 | 30,700 | (21,962) | 8,738 | 1.6 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Trade name and other | 43,000 | (702) | 42,298 | 7.9 | 3,400 | (3,306) | 94 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Licenses and other | 28,000 | — | 28,000 | N/A | 28,250 | — | 28,250 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,471,000 | $ | (53,177) | $ | 1,417,823 | $ | 138,061 | $ | (91,257) | $ | 46,804 |
The effects of amortization of Intangible assets, net on the Condensed Consolidated Statements of Operations was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Technology and development | $ | 9,301 | $ | 1,733 | $ | 12,998 | $ | 8,682 | ||||||||||||||||||||||||
| Sales and marketing | 10,833 | — | 10,833 | — | ||||||||||||||||||||||||||||
| General and administrative | 702 | 4,282 | 7,400 | 13,104 | ||||||||||||||||||||||||||||
| Total amortization expense | $ | 20,836 | $ | 6,015 | $ | 31,231 | $ | 21,786 |
There were no material impairment charges associated with these assets during these periods. The Company estimates that there is no significant residual value related to these amortizing intangible assets.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The expected future amortization expense for amortizing intangible assets for the 12-month period ending September 30 of the respective year, as of September 30, 2025, is as follows (in thousands):
| 2026 | $ | 135,460 | |||
| 2027 | 124,971 | ||||
| 2028 | 124,384 | ||||
| 2029 | 124,043 | ||||
| 2030 | 123,725 | ||||
| Thereafter | 757,240 | ||||
| Total expected future amortization expense | $ | 1,389,823 |
10. LONG-TERM DEBT
The components of Long-term debt, including the current portion due June 1, 2026, were as follows (in thousands, except percentages):
| Effective Interest Rate | Principal Amount | Unamortized Debt Discount and Issuance Costs | Net Carrying Amount | Fair Value**(1)** | ||||||||||||||||||||||||||||
| September 30, 2025 | ||||||||||||||||||||||||||||||||
| 0.50% 2026 Convertible Notes due June 1, 2026 | 0.98% | $ | 1,273,013 | $ | (4,932) | $ | 1,268,081 | $ | 1,420,428 | |||||||||||||||||||||||
| 3.38% 2028 Senior Notes due October 1, 2028 | 3.57% | 1,000,000 | (5,280) | 994,720 | 950,000 | |||||||||||||||||||||||||||
| 0.00% 2029 Convertible Notes due October 1, 2029 | 0.35% | 1,500,000 | (20,663) | 1,479,337 | 1,602,300 | |||||||||||||||||||||||||||
| 0.25% 2030 Convertible Notes due April 1, 2030 | 0.55% | 1,265,000 | (16,596) | 1,248,404 | 1,593,900 | |||||||||||||||||||||||||||
| 3.63% 2031 Senior Notes due October 1, 2031 | 3.77% | 737,457 | (5,485) | 731,972 | 658,180 | |||||||||||||||||||||||||||
| 0.00% 2032 Convertible Notes due October 1, 2032 | 0.20% | 1,500,000 | (20,986) | 1,479,014 | 1,659,450 | |||||||||||||||||||||||||||
| Total | $ | 7,275,470 | $ | (73,942) | $ | 7,201,528 | $ | 7,884,258 | ||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||
| 0.50% 2026 Convertible Notes due June 1, 2026 | 0.98% | $ | 1,273,013 | $ | (9,395) | $ | 1,263,618 | $ | 1,331,062 | |||||||||||||||||||||||
| 3.38% 2028 Senior Notes due October 1, 2028 | 3.57% | 1,000,000 | (6,562) | 993,438 | 901,250 | |||||||||||||||||||||||||||
| 0.25% 2030 Convertible Notes due April 1, 2030 | 0.55% | 1,265,000 | (19,322) | 1,245,678 | 1,353,044 | |||||||||||||||||||||||||||
| 3.63% 2031 Senior Notes due October 1, 2031 | 3.77% | 737,457 | (6,110) | 731,347 | 624,995 | |||||||||||||||||||||||||||
| Total | $ | 4,275,470 | $ | (41,389) | $ | 4,234,081 | $ | 4,210,351 |
(1)Fair values are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs.
Convertible senior notes
2029 Convertible Notes
In August 2025, the Company issued an aggregate principal amount of $1.5 billion of 0% convertible senior notes due 2029 (the “2029 Convertible Notes”), which included the full exercise by the initial purchasers of their option to purchase an additional $200.0 million aggregate principal amount of the 2029 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2029 Indenture”). Sold privately to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), the 2029 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2029, unless converted or repurchased earlier. The Company may pay special interest on the 2029 Convertible Notes under certain circumstances in accordance with the terms of the 2029 Indenture.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The 2029 Convertible Notes are not redeemable before maturity and can be converted into cash, Class A common stock, or both, at an initial rate of 2.2005 shares per $1,000, equating to a conversion price of $454.44 per share. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2029 Indenture.
Holders may convert the 2029 Convertible Notes at any time before the close of business on the business day immediately preceding July 2, 2029, only if specific price or event conditions are met or certain corporate events occur, or at any time from, and including, July 2, 2029, until the close of business on the second trading day immediately prior to the maturity date. The Company classifies the 2029 Convertible Notes wholly as long-term debt, as the conversion features do not require separate accounting.
2032 Convertible Notes
In August 2025, concurrently with the issuance of the 2029 Convertible Notes, the Company issued an aggregate principal amount of $1.5 billion of 0% convertible senior notes due 2032 (the “2032 Convertible Notes”), which included the full exercise by the initial purchasers of their option to purchase an additional $200.0 million aggregate principal amount of the 2032 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2032 Indenture”). Sold privately to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, the 2032 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2032, unless converted, repurchased, or redeemed earlier. The Company may pay special interest on the 2032 Convertible Notes under certain circumstances in accordance with the terms of the 2032 Indenture.
The 2032 Convertible Notes can be converted into cash, Class A common stock, or both, at an initial rate of 2.5327 shares per $1,000, equating to a conversion price of $394.84 per share. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the 2032 Indenture.
Holders can convert the 2032 Convertible Notes at any time before the close of business on the business day immediately preceding July 1, 2032, only if specific price or trading conditions are met, certain corporate events occur, or if the notes are called for redemption. From and including July 1, 2032, holders may convert the 2032 Convertible Notes at any time until the close of business on the second trading day immediately prior to the maturity date. Subject to certain limitations, the Company may redeem the 2032 Convertible Notes on or after October 1, 2029, and on or before the 20th scheduled trading day immediately before the maturity date, if the price of the Company’s Class A common stock exceeds 130% of the conversion price for a set period. The 2032 Convertible Notes are wholly classified as long-term debt, as the conversion features do not require separate accounting.
Capped calls
On August 5 and 6, 2025, the Company entered into privately negotiated capped call transactions with certain financial institutions relating to the 2029 Convertible Notes and 2032 Convertible Notes (the “Notes”), at a cost of $86.1 million and $138.1 million, respectively. These capped calls cover, subject to certain customary adjustments, the shares underlying the Notes and have initial strike prices of $454.44 (2029 Convertible Notes) and $394.84 (2032 Convertible Notes) per share, with an initial cap price of $595.98 per share. The capped calls allow the Company to hedge the economic effect of the conversion options embedded in the Notes and purchase shares of its own Class A common stock at a specified strike price, reducing dilution or offsetting excess cash payments if the stock price exceeds the strike price but does not exceed the cap price. The Capped Calls are separate transactions, and not part of the terms of any series of Notes. The agreements may be adjusted or terminated if extraordinary events like mergers, insolvency, or delisting occur, and are separate from the Notes, providing no rights to holders of the Notes.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11. DERIVATIVES
During the periods presented, the Company’s derivatives were all embedded forward contracts to receive or deliver a fixed amount of crypto assets in the future and none were designated as hedging instruments.
Impact of derivatives on the Condensed Consolidated Balance Sheets
The following table summarizes information on derivative instruments by their location in the Condensed Consolidated Balance Sheets, as measured in U.S. dollar equivalents (in thousands):
| Embedded Derivative | ||||||||||||||||||||||||||
| Host | Gross Derivative Assets | Gross Derivative Liabilities | Aggregate Carrying Value | |||||||||||||||||||||||
| September 30, 2025 | ||||||||||||||||||||||||||
| Accounts receivable, net(1) | $ | 15,804 | $ | 42,380 | $ | 2,411 | $ | 55,773 | ||||||||||||||||||
| Crypto asset borrowings | 398,207 | 18,218 | 6,834 | 386,823 | ||||||||||||||||||||||
| Obligation to return collateral(1) | 725,355 | 1,248 | 293,275 | 1,017,382 | ||||||||||||||||||||||
| Accrued expenses and other current liabilities(1) | 21,414 | 802 | 6,586 | 27,198 | ||||||||||||||||||||||
| Total fair value of derivatives | $ | 62,648 | $ | 309,106 | ||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Accounts receivable, net(1) | $ | 16,264 | $ | 20,368 | $ | 1,811 | $ | 34,821 | ||||||||||||||||||
| Other current assets(1) | 99,265 | 61,304 | — | 160,569 | ||||||||||||||||||||||
| Crypto asset borrowings | 310,040 | 18,030 | 8,100 | 300,110 | ||||||||||||||||||||||
| Obligation to return collateral(1) | 526,337 | 2,149 | 243,296 | 767,484 | ||||||||||||||||||||||
| Accrued expenses and other current liabilities(1) | 37,428 | 6,814 | 2,708 | 33,322 | ||||||||||||||||||||||
| Total fair value of derivatives | $ | 108,665 | $ | 255,915 |
(1)Represents the portion of the Condensed Consolidated Balance Sheets line item that is denominated in crypto assets.
Impact of derivatives on the Condensed Consolidated Statements of Operations
The impacts of gains (losses) on derivative instruments recognized in the Condensed Consolidated Statements of Operations were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Crypto asset borrowings(1) | $ | 19,157 | $ | 23,797 | $ | 1,454 | $ | (26,018) | |||||||||||||||
| Obligation to return collateral(1) | (19,321) | 11,154 | (50,880) | 6,803 | |||||||||||||||||||
| Other(2) | 8,207 | 4,712 | 7,014 | (9,921) | |||||||||||||||||||
| Total | $ | 8,043 | $ | 39,663 | $ | (42,412) | $ | (29,136) |
(1)Changes in fair value are recognized in Transaction expense in the Condensed Consolidated Statements of Operations. The impact of changes in fair value of Crypto asset borrowings and Obligation to return collateral derivatives is naturally offset, at least in part, by the impact of changes in fair value of the associated naturally offsetting positions, which are also recognized in Transaction expense.
(2)Changes in fair value are recognized in Other operating expense (income), net or Other expense (income), net in the Condensed Consolidated Statements of Operations depending on the nature of the derivative.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
12. OTHER CONDENSED CONSOLIDATED BALANCE SHEETS DETAILS
The following table presents certain other details of the Condensed Consolidated Balance Sheets (in thousands):
| September 30, | December 31, | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Prepaid expenses | $ | 69,858 | $ | 88,500 | ||||||||||||||||
| Income taxes receivable | 74,203 | 5,530 | ||||||||||||||||||
| Other | 40,099 | 183,506 | ||||||||||||||||||
| Total other current assets | $ | 184,160 | $ | 277,536 | ||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Software and equipment, net | $ | 262,591 | $ | 200,080 | ||||||||||||||||
| Lease right-of-use assets | 136,526 | 81,151 | ||||||||||||||||||
| Income taxes receivable | 61,672 | 60,004 | ||||||||||||||||||
| Other | 52,353 | 33,135 | ||||||||||||||||||
| Total other non-current assets | $ | 513,142 | $ | 374,370 | ||||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||||||||
| Accrued payroll and payroll related expenses | $ | 182,843 | $ | 186,151 | ||||||||||||||||
| Other accrued expenses | 223,200 | 145,369 | ||||||||||||||||||
| Accounts payable | 85,863 | 63,316 | ||||||||||||||||||
| Income taxes payable | 63,344 | 90,910 | ||||||||||||||||||
| Other payables | 280,218 | 204,390 | ||||||||||||||||||
| Total accrued expenses and other current liabilities | $ | 835,468 | $ | 690,136 | ||||||||||||||||
| Other non-current liabilities | ||||||||||||||||||||
| Lease liabilities | $ | 170,108 | $ | 85,789 | ||||||||||||||||
| Other | 35,234 | 3,919 | ||||||||||||||||||
| Total other non-current liabilities | $ | 205,342 | $ | 89,708 |
Leases
The Company has operating leases for corporate offices. The leases have remaining lease terms ranging from less than one year to 13 years, and generally have options to extend or terminate the lease that were not accounted for in determining the lease terms as the Company is not reasonably certain it will exercise those options.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Maturities of lease liabilities for the 12-month period ending September 30 of the respective year, were as follows as of September 30, 2025 (in thousands):
| 2026 | $ | 23,559 | |||
| 2027 | 22,149 | ||||
| 2028 | 20,328 | ||||
| 2029 | 19,097 | ||||
| 2030 | 22,465 | ||||
| Thereafter | 176,839 | ||||
| Total lease payments | 284,437 | ||||
| Less: imputed interest | (92,139) | ||||
| Total lease liabilities | $ | 192,298 |
Other information related to leases were as follows:
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term (in years) | 10.3 | 9.8 | |||||||||
| Weighted-average discount rate | 6.63 | % | 6.36 | % |
13. FAIR VALUE MEASUREMENTS
The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents(1) | $ | 7,041,586 | $ | — | $ | 6,607,023 | $ | — | ||||||||||||||||||||||||||||||||||||
| Restricted cash equivalents(2) | 2,078 | — | 1,415 | — | ||||||||||||||||||||||||||||||||||||||||
| Customer custodial funds(3) | 3,486,375 | — | 4,269,410 | — | ||||||||||||||||||||||||||||||||||||||||
| Crypto assets held for operations | 161,145 | — | 82,781 | — | ||||||||||||||||||||||||||||||||||||||||
| Crypto asset loan receivables | — | 49,407 | — | 92,619 | ||||||||||||||||||||||||||||||||||||||||
| Crypto assets held as collateral | 1,017,382 | — | 767,484 | — | ||||||||||||||||||||||||||||||||||||||||
| Crypto assets borrowed | 346,008 | — | 261,052 | — | ||||||||||||||||||||||||||||||||||||||||
| Marketable investments(4) | 1,082,681 | 10,714 | — | — | ||||||||||||||||||||||||||||||||||||||||
| Crypto assets held for investment | 2,597,277 | — | 1,552,995 | — | ||||||||||||||||||||||||||||||||||||||||
| Derivative assets(5) | — | 62,648 | — | 108,665 | ||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 15,734,532 | $ | 122,769 | $ | 13,542,160 | $ | 201,284 | ||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| Derivative liabilities(5) | $ | — | $ | 309,106 | $ | — | $ | 255,915 | ||||||||||||||||||||||||||||||||||||
(1)Represents money market funds. Excludes cash of $1.6 billion and $1.9 billion as of September 30, 2025 and December 31, 2024, respectively.
(2)Represents money market funds. Excludes restricted cash of $76.8 million and $37.1 million as of September 30, 2025 and December 31, 2024, respectively.
(3)Represents customer custodial cash equivalents, which comprise money market funds. Excludes customer custodial funds of $2.2 billion and $1.9 billion as of September 30, 2025 and December 31, 2024, respectively.
(4)Primarily represents marketable equity securities.
(5)See Note 11. Derivatives for additional details.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company has valued all Level 2 assets and liabilities measured at fair value on a recurring basis using quoted market prices as an observable input. This includes prices for underlying crypto assets and, for non-crypto denominated assets and liabilities, prices for similar assets and liabilities in inactive markets.
Assets and liabilities measured and recorded at fair value on a non-recurring basis
The Company’s non-financial assets, such as software and equipment, goodwill, and other intangible assets, are adjusted to fair value when an impairment charge is recognized.
The Company’s strategic investments are nearly all accounted for using the measurement alternative, whereby they are recognized at cost and adjusted to fair value for observable transactions for same or similar investments of the same issuer or for impairment, on a non-recurring basis. Fair value measurements for these strategic investments are based predominantly on Level 3 inputs to an Option-Pricing Model that uses publicly available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, adjustments for other company-specific developments, and the rights and obligations of the securities the Company holds.
The impact on the Condensed Consolidated Statements of Operations from remeasurement of measurement alternative investments was immaterial for all periods presented, as were cumulative upward adjustments of measurement alternative investments outstanding at September 30, 2025 and December 31, 2024. Cumulative impairments and downward adjustments as of these dates were $125.0 million and $145.8 million, respectively.
Assets and liabilities not measured and recorded at fair value
Certain of the Company’s financial instruments are not measured and recorded at fair value because carrying values of these instruments approximate their fair values due to their liquid or short-term nature. The following financial instruments denominated in fiat or USDC, as applicable, would be based on Level 1 valuation inputs if they were recorded at fair value: cash, restricted cash, USDC, certain customer custodial funds and related liabilities, collateral pledged, and obligations to return collateral. The following financial instruments denominated in fiat or USDC, as applicable, would be based on Level 2 valuation inputs if they were recorded at fair value: accounts receivable, loan receivables, accounts payable, and long-term debt.
The Company’s long-term debt is not measured and recorded at fair value. See Note 10. Long-Term Debt for the estimated fair value of the Company’s long-term debt.
14. STOCK-BASED COMPENSATION
Stock options
A summary of stock options activity, including performance-based options, is as follows (in thousands, except per share and years data):
| Weighted-Average | |||||||||||||||||||||||
| Options Outstanding | Exercise Price Per Share | Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance at January 1, 2025 | 22,929 | $ | 25.59 | 5.2 | $ | 5,106,538 | |||||||||||||||||
| Exercised | (2,295) | 26.63 | |||||||||||||||||||||
| Forfeited and cancelled | (44) | 99.16 | |||||||||||||||||||||
| Balance at September 30, 2025 | 20,590 | $ | 25.31 | 4.5 | $ | 6,427,844 | |||||||||||||||||
| Exercisable at September 30, 2025 | 16,910 | $ | 25.71 | 4.5 | $ | 5,272,092 | |||||||||||||||||
| Vested and expected to vest at September 30, 2025 | 16,910 | $ | 25.71 | 4.5 | $ | 5,272,092 |
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Other awards
A summary of restricted stock units, performance restricted stock units, and restricted stock (“Other Awards”) activity is as follows (in thousands, except per share data):
| Restricted Stock Units | Performance Restricted Stock Units | Restricted Stock | |||||||||||||||||||||||||||||||||
| Number of Shares | Fair Value**(1)** | Number of Shares | Fair Value**(1)** | Number of Shares | Fair Value**(1)** | ||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 2,350 | $ | 163.82 | 724 | $ | 55.42 | 340 | $ | 98.49 | ||||||||||||||||||||||||||
| Granted | 3,734 | 269.10 | — | — | — | — | |||||||||||||||||||||||||||||
| Vested | (2,639) | 214.36 | (81) | 55.42 | (235) | 113.75 | |||||||||||||||||||||||||||||
| Forfeited and cancelled | (460) | 221.43 | — | — | (12) | 64.51 | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 2,985 | $ | 241.97 | 643 | $ | 55.42 | 93 | $ | 64.51 |
(1)Represents the weighted-average grant date fair value per share.
Stock-based compensation
The effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Statements of Operations | |||||||||||||||||||||||
| Technology and development | $ | 127,253 | $ | 155,411 | $ | 352,585 | $ | 428,863 | |||||||||||||||
| Sales and marketing | 13,921 | 18,720 | 43,359 | 52,034 | |||||||||||||||||||
| General and administrative | 80,895 | 74,285 | 213,014 | 209,957 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 222,069 | $ | 248,416 | $ | 608,958 | $ | 690,854 | |||||||||||||||
| Balance Sheets | |||||||||||||||||||||||
| Other non-current assets(1) | $ | 11,592 | $ | 11,276 | $ | 40,177 | $ | 34,776 |
(1)Represents capitalized stock-based compensation that is recognized in Software and equipment, net and presented within this financial statement line item. See Note 12. Other Condensed Consolidated Balance Sheets Details for additional details.
As of September 30, 2025, there was total unrecognized compensation cost of $614.3 million related to unvested restricted stock units, which is expected to be recognized over a weighted-average of 1.4 years. Unrecognized compensation cost for all other stock-based compensation awards was immaterial at at that date.
15. OTHER EXPENSE (INCOME), NET
Other expense (income), net consisted of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Losses (gains) on investments, net(1) | $ | 400,250 | $ | 478 | $ | (1,075,198) | $ | 15,141 | |||||||||||||||
| Other | (19,732) | (40,583) | (45,001) | (37,024) | |||||||||||||||||||
| Total other expense (income), net | $ | 380,518 | $ | (40,105) | $ | (1,120,199) | $ | (21,883) |
(1)Comprises gains and losses on both Marketable investments and Strategic investments, and excludes gains and losses on Crypto assets held for investment. Includes $461.0 million in unrealized net losses and $1.0 billion in unrealized net gains for the three and nine months ended September 30, 2025, respectively, that relate to equity securities still held at September 30, 2025. See Note 13. Fair Value Measurements for additional details.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
16. INCOME TAXES
The Company’s effective tax rate (“ETR”) for the three months ended September 30, 2025 and 2024 was 13.9% and (10.1)%, respectively. The ETR of 13.9% for the three months ended September 30, 2025 was lower than the U.S. statutory rate of 21.0%, primarily due to the Company’s deductible stock-based compensation, partially offset by state taxes. The Company’s ETR for the nine months ended September 30, 2025 and 2024 was 20.0% and 10.9%, respectively. The ETR of 20.0% for the nine months ended September 30, 2025 was lower than the U.S. statutory rate of 21.0%, primarily due to the Company’s deductible stock-based compensation, partially offset by state taxes.
As of September 30, 2025, the Company had a net deferred tax asset balance of $324.1 million, compared to $941.3 million as of December 31, 2024. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Management determined that there is sufficient positive evidence to conclude that it is more likely than not that the Company’s net deferred tax asset will be fully realized.
17. NET INCOME PER SHARE
The computation of Net income per share, including the weighted-average shares outstanding (“WASO”) used in the computation, is as follows (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerators | |||||||||||||||||||||||
| Net income | $ | 432,552 | $ | 75,495 | $ | 1,927,060 | $ | 1,287,890 | |||||||||||||||
| Less: net income allocated to participating shares | — | (40) | — | (784) | |||||||||||||||||||
| Net income attributable to common stockholders, basic | $ | 432,552 | $ | 75,455 | $ | 1,927,060 | $ | 1,287,106 | |||||||||||||||
| Net income | $ | 432,552 | $ | 75,495 | $ | 1,927,060 | $ | 1,287,890 | |||||||||||||||
| Add: interest on convertible notes, net of tax | 4,543 | — | 11,752 | 9,773 | |||||||||||||||||||
| Less: net income allocated to participating shares | — | (36) | — | (714) | |||||||||||||||||||
| Net income attributable to common stockholders, diluted | $ | 437,095 | $ | 75,459 | $ | 1,938,812 | $ | 1,296,949 | |||||||||||||||
| Denominators | |||||||||||||||||||||||
| WASO - basic | 262,831 | 248,834 | 257,332 | 245,986 | |||||||||||||||||||
| Weighted-average effect of potentially dilutive shares: | |||||||||||||||||||||||
| Stock options | 15,847 | 16,241 | 15,656 | 17,342 | |||||||||||||||||||
| Convertible notes | 11,319 | — | 8,607 | 6,205 | |||||||||||||||||||
| Restricted stock units | 1,340 | 1,720 | 985 | 2,073 | |||||||||||||||||||
| Performance restricted stock units | 536 | 384 | 454 | 357 | |||||||||||||||||||
| Restricted stock | 85 | 261 | 131 | 276 | |||||||||||||||||||
| WASO - diluted | 291,958 | 267,440 | 283,165 | 272,239 | |||||||||||||||||||
| Net income per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | 1.65 | $ | 0.30 | $ | 7.49 | $ | 5.23 | |||||||||||||||
| Diluted | $ | 1.50 | $ | 0.28 | $ | 6.85 | $ | 4.76 |
The rights, including the liquidation and dividend rights, of the holders of Class A common stock and Class B common stock are identical, except with respect to voting. As a result, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance awards, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Equity awards(1) | 3,857 | 7,416 | 3,857 | 7,416 | |||||||||||||||||||
| Convertible notes | — | 7,229 | — | — | |||||||||||||||||||
| Total | 3,857 | 14,645 | 3,857 | 7,416 |
(1)Includes shares under the ESPP.
18. COMMITMENTS AND CONTINGENCIES
Crypto assets and USDC on platform
The Company is obligated to securely store all crypto assets and USDC that it holds in custodial products on behalf of customers. As such, the Company may be liable to its users for losses arising from the Company’s failure to secure these assets from theft or loss. The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of September 30, 2025 and December 31, 2024. The Company holds crypto assets and USDC in custodial products on its platform on behalf of its customers totaling $515.9 billion and $404.0 billion at fair value at September 30, 2025 and December 31, 2024, respectively. These assets are not recognized in the Condensed Consolidated Balance Sheets. Similarly, as the Company has an obligation to securely store all of these assets, it has a corresponding unrecognized liability of $515.9 billion and $404.0 billion at September 30, 2025 and December 31, 2024, respectively. Since the risk of loss is remote, the Company did not recognize a contingent liability at September 30, 2025 or December 31, 2024. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.
Indemnifications
In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s stockholders provides indemnity to each stockholder, their partners, members, officers, directors, and stockholders and certain of their advisors; each underwriter, if any; and each person who controls each stockholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result. The Company will reimburse each such party for any legal and any other expenses reasonably incurred, provided that the Company will not be liable in any such case to the extent the damages arise out of or are based upon any actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such stockholder or underwriter and stated to be specifically for use therein.
The Company also has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the facts and circumstances involved in each claim are unique and the Company cannot predict the number or nature of claims that may be made; (ii) due to the unique facts and circumstances involved in each particular agreement; and (iii) due to the requirement for a registration of the Company’s securities before any of the indemnification obligations contemplated in the IRA become effective.
The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business.
Legal and regulatory proceedings
The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies, including at the federal and state levels and internationally. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and recognizes loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Condensed Consolidated Financial Statements.
In July and August 2021, three purported securities class actions were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and employees, and certain venture capital and investment firms. The complaints alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act, in connection with the registration statement and prospectus filed in connection with the Direct Listing. In November 2021, these actions were consolidated and recaptioned as In re Coinbase Global Securities Litigation, and an amended complaint was filed. The plaintiff sought, among other relief, unspecified compensatory damages, attorneys’ fees, and costs. The Company disputed the claims and vigorously defended against them. In March 2025, the plaintiff voluntarily dismissed this action and the court entered an order closing the case. The resolution of this action did not have a material impact on the Company’s business and financial statements. The Company has subsequently received, and expects to receive in the future, similar shareholder claims.
In October 2021, a purported class action captioned Underwood et al. v. Coinbase Global, Inc., was filed in the U.S. District Court for the Southern District of New York (the “District Court”) against the Company alleging claims under Sections 5, 15(a)(1) and 29(b) of the Exchange Act, and violations of certain California and Florida state statutes. On March 11, 2022, plaintiffs filed an amended complaint adding Coinbase, Inc. and Brian Armstrong as defendants and adding causes of action, including alleging claims under Sections 5, 12(a)(1) and 15 of the Securities Act and violations of certain New Jersey state statutes. Among other relief requested, the plaintiffs sought injunctive relief, unspecified damages, attorneys’ fees and costs. On February 1, 2023, the District Court dismissed all federal claims (with prejudice) and state law claims (without prejudice) against Coinbase Global, Inc., Coinbase, Inc. and Brian Armstrong. Subsequently, on February 9, 2023, the plaintiffs appealed that ruling to the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”), and the parties completed briefing the appeal on September 13, 2023. Oral argument took place on February 1, 2024 and on April 5, 2024, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal order with respect to the claims alleging violations of the Exchange Act, and reversing the District Court’s dismissal order with respect to the claims alleging violations of the Securities Act and violations of the state statutes. On June 27, 2024, defendants filed an answer to the amended complaint, and on July 29, 2024, the defendants filed a Motion for Judgment on the Pleadings requesting the District Court dismiss the remaining claims. On February 7, 2025, the District Court denied defendants’ Motion for Judgement on the Pleadings and allowed the case to proceed to bifurcated discovery, followed by summary judgment motions. The defendants continue to dispute the claims in this case and intend to vigorously defend against them. Based on the nature of the proceedings in this case, the outcome of this matter remains uncertain and the
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Company cannot estimate the potential impact, if any, on its business or financial statements at this time. The Company has subsequently received, and expects to receive in the future, similar class action claims.
In December 2021, a shareholder derivative suit captioned Shin v. Coinbase Global, Inc., was filed in New York state court against the Company and its directors, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, and seeking unspecified damages and injunctive relief. The parties have voluntarily dismissed this action and the court entered an order closing the case. The resolution of this action did not have a material impact on the Company’s business and financial statements. The Company has subsequently received, and expects to receive in the future, similar derivative claims. The Company disputes the claims in these cases and intends to vigorously defend against them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.
In June 2023, the SEC filed a complaint in the District Court against the Company and Coinbase, Inc. alleging that Coinbase, Inc. acted as an unregistered securities exchange, broker, and clearing agency in violation of Sections 5, 15(a) and 17A(b) of the Exchange Act and that, through its staking program, Coinbase, Inc. offered and sold securities without registering its offers and sales in violation of Sections 5(a) and 5(c) of the Securities Act. The SEC also alleged that the Company is liable for the alleged violations as an alleged control person of Coinbase, Inc. The case was captioned SEC v. Coinbase, Inc. et al. The SEC sought, among other relief, injunctive relief, disgorgement and civil money penalties. The Company and Coinbase, Inc. filed an answer to the SEC complaint in June 2023, disputed the claims in the case, and vigorously defended against them. On August 4, 2023, the Company and Coinbase, Inc. filed a motion for judgment on the pleadings. The SEC filed its response on October 3, 2023 and the Company and Coinbase, Inc. filed their reply on October 24, 2023. Oral argument took place on January 17, 2024. On March 27, 2024, the District Court denied in part the Company and Coinbase, Inc.’s motion for judgment on the pleadings with respect to the SEC’s claims that Coinbase, Inc. operated as an unregistered securities exchange, broker, and clearing agency and engaged in an unregistered offer and sale of securities through the Company’s staking program. The District Court dismissed the SEC’s claim that Coinbase, Inc. acted as an unregistered broker through its wallet service. On April 12, 2024, the Company and Coinbase, Inc. filed a motion with the District Court seeking certification of an interlocutory appeal to the Court of Appeals. The District Court granted that motion on January 7, 2025 and stayed proceedings in the District Court. On January 17, 2025, the Company and Coinbase, Inc. filed a petition for permission to appeal to the Court of Appeals. On February 28, 2025, the SEC and the Company and Coinbase, Inc. jointly stipulated to dismissal of SEC v. Coinbase, Inc. et al. with prejudice. The case is now concluded. The resolution of the SEC’s lawsuit did not have a material impact on the Company’s business and financial statements.
In June 2023, the Company and Coinbase, Inc. were issued notices, show-cause orders, and cease-and-desist letters, and became the subject of various legal actions initiated by U.S. state securities regulators in the states of Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington and Wisconsin alleging violations of state securities laws with respect to staking services provided by Coinbase, Inc. In July 2023, the Company and Coinbase, Inc. entered into agreements with state securities regulators in California, New Jersey, South Carolina and Wisconsin, pursuant to which customers in those states will no longer be able to stake new funds, in each case pending final adjudication of the matters. In October 2023, the Company and Coinbase, Inc. entered into a similar agreement with the Maryland state securities regulator. In March and April 2025, the Alabama, Kentucky, Illinois, South Carolina, and Vermont state securities regulators dismissed, vacated, rescinded, and/or withdrew their legal actions. The Company and Coinbase, Inc. dispute the claims of the state securities regulators and intend to vigorously defend against them. Based on the preliminary nature of these actions, the final outcome of these matters remains uncertain and the Company cannot estimate the potential impact on its business or financial statements at this time. An adverse resolution in these state matters could have a material impact on the Company’s business and financial statements.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company has, from time to time, received investigative subpoenas and requests from regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including the Company’s processes for listing assets, the classification of certain listed assets, its staking programs, and its stablecoin and yield-generating products.
Except as otherwise disclosed, the Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially.
Tax regulation
Current tax rules related to crypto assets are evolving and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting, value added taxes, digital services tax, transaction level taxes and the withholding of tax at source. Further, it is possible that additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from the Company's practices or interpretation of the law, which could have unforeseen effects on the Company’s financial condition and results of operations, and accordingly, the Company is unable to determine an estimate of the possible loss or range of loss beyond amounts already accrued. As a result, the Company may have exposure to additional tax liabilities that could have an adverse effect on the Company’s operating results and financial condition.
Other commitments
During the nine months ended September 30, 2025, the Company renewed a multi-year technology services agreement, committing $600.0 million in total purchases over the next four years, including annual minimums ranging from $90.0 million to $130.0 million, consistent with historical commitment levels. These amounts are expensed as incurred. There were no other material changes to the Company’s non-cancelable purchase obligations during the nine months ended September 30, 2025.
19. RELATED PARTY TRANSACTIONS
Revenue and Accounts receivable, net
Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. The Company recognized revenue from related party customers of $3.1 million and $5.1 million during the three months ended September 30, 2025 and 2024, respectively, and $8.3 million and $18.7 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, Accounts receivable, net from related party customers were $0.5 million and $2.7 million, respectively.
Customer custodial funds and liabilities
Customer custodial funds and Customer custodial fund liabilities for related parties were $15.7 million and $44.0 million as of September 30, 2025 and December 31, 2024, respectively.
Other assets
The Company made strategic investments of an aggregate of $1.5 million and $3.5 million during the three months ended September 30, 2025 and 2024, respectively, and $9.3 million and $6.8 million during the nine months ended September 30, 2025 and 2024, respectively, in investees in which certain related parties of the Company held an interest over 10%.
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Expenses
There were no and immaterial amounts of professional and consulting services provided by entities affiliated with related parties during the three and nine months ended September 30, 2025, respectively, compared to $0.2 million and $1.6 million, respectively, during the same periods in 2024.
20. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Changes in operating assets and liabilities affecting cash were as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| USDC | $ | (2,441,455) | $ | (294,104) | |||||||
| Income taxes, net | (142,348) | (19,341) | |||||||||
| Other current and non-current assets | (64,958) | (40,826) | |||||||||
| Other current and non-current liabilities | 137,915 | 31,655 | |||||||||
| Net changes in operating assets and liabilities | $ | (2,510,846) | $ | (322,616) |
The following is a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands):
| September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash and cash equivalents | $ | 8,676,275 | $ | 7,723,806 | |||||||
| Restricted cash and cash equivalents | 78,867 | 31,881 | |||||||||
| Customer custodial cash and cash equivalents | 5,550,113 | 3,861,326 | |||||||||
| Total cash, cash equivalents, and restricted cash and cash equivalents | $ | 14,305,255 | $ | 11,617,013 |
The following is a supplemental schedule of non-cash investing and financing activities (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Non-cash consideration paid for business combinations | $ | 3,573,092 | $ | — | |||||||
| Crypto assets borrowed | 2,326,401 | 353,325 | |||||||||
| Crypto assets borrowed repaid | 2,238,233 | 176,990 | |||||||||
| Crypto assets received as collateral | 1,988,879 | 2,791,949 | |||||||||
| Crypto assets received as collateral returned | 1,789,861 | 2,439,342 | |||||||||
| Crypto asset loan receivables originated | 1,853,095 | 1,244,113 | |||||||||
| Crypto asset loan receivables repaid | 1,899,592 | 1,230,544 | |||||||||
| Additions of crypto asset investments | 176,645 | 5,981 | |||||||||
| Cumulative-effect adjustment due to the adoption of ASU No. 2023-08 | — | 561,489 | |||||||||
The following is a supplemental schedule of cash paid for income taxes (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid during the period for income taxes, net of refunds | $ | 147,999 | $ | — | |||||||
| Cash paid during the period for income taxes (prior to ASU No. 2023-09) | — | 113,107 |
Coinbase Global, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
21. SUBSEQUENT EVENTS
On October 8, 2025, the Company acquired all of the outstanding equity interests of Gm Echo Ltd (“Echo”), an onchain capital raising platform, for cash consideration of $150 million and 653,744 shares of the Company’s Class A common stock, a portion of which is subject to deferral over a multi-year period. Prior to the acquisition, the Company held a minority stake in Echo. Due to the limited amount of time since closing the transaction, the preliminary allocation of the purchase price is not yet complete. The initial purchase price allocation will be provided within the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
In October 2025, the Company entered into definitive agreements to acquire non-controlling interests in entities, over which the Company will not have the ability to exercise significant influence over the entities’ operating and financial policies, for an aggregate of up to approximately $390 million.
In October 2024, the Company’s board of directors authorized and approved a share repurchase program, which provided for the repurchase of up to $1.0 billion of the Company’s outstanding Class A common stock without expiration and in October 2025, the Company’s board of directors (i) increased the aggregate repurchase authorization under the program from $1.0 billion to $2.0 billion and (ii) expanded the scope of the repurchases to include a portion of the aggregate principal amount of the Company’s outstanding 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and both series of Senior Notes (collectively, the “Notes”) (as modified, the “Repurchase Program”). Repurchases may be made from time to time in the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, in a tender offer, or by other methods in accordance with the applicable federal and state laws and regulations. The timing and amount of any repurchases will depend on market conditions and other considerations, and will be made at management’s discretion. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of the Company’s Class A common stock or Notes and may be modified, suspended, or discontinued at any time. As of September 30, 2025, no securities have been repurchased under the Repurchase Program.
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