Coinbase Global, Inc. (COIN)

ITEM 1. BUSINESS

Coinbase Overview

Our mission is to increase economic freedom in the world.

We are working to update the century-old financial system by providing a trusted platform that makes it easy for our customers to engage with crypto assets. In December 2025, we took a major step forward to becoming the Everything Exchange—dramatically expanding the assets available to trade on Coinbase, including stocks, commodity futures, perpetual futures, and prediction markets. Our goal is to create a comprehensive, seamless experience for retail users, institutions, and developers to engage in the future of finance.

We differentiate ourselves from our competition with:

•Trust: We are deeply invested in building the most secure and compliant platform. We hold customer assets one-to-one at all times.

•Ease of use: We build easy-to-use products that our customers love. We obsess over quality and craft. We strive to make financial transactions easy.

Our Business

We offer products primarily to three customer groups:

•Consumers: Retail customers seeking to hold, invest or trade crypto assets, as well as a growing set of trading offerings such as equities, prediction markets, and derivatives. Consumers use Coinbase as a primary account for crypto-enabled financial services, and to engage onchain.

•Institutions: Businesses including market makers, asset managers, hedge funds, banks, wealth platforms, registered investment advisors, payment platforms, and public and private corporations. These customers use our products to custody and trade crypto or crypto derivatives.

•Developers: Businesses, including technology companies, financial institutions (such as banks, fintechs, and retail brokers), and payment firms. These customers leverage the Base Chain and Coinbase Developer Platform to build, and scale crypto-enabled products.

Our platform serves as a secure and compliant on-ramp to the onchain economy and enables our customers to use their crypto assets in both first and third-party product experiences. Our business consists of products that we monetize through transaction fees, such as our consumer trading product suite, as well as subscription products, such as our stablecoin products. We describe these products below. Throughout this Annual Report on Form 10-K, we will refer to our full suite of products and offerings as our platform or platforms.

Transaction products

Consumer trading

Our platform is designed to serve a wide variety of consumers, whether they are buying their first crypto asset or are advanced traders. In 2025, we expanded our trading products beyond spot crypto as we built out the Everything Exchange. We now offer stocks, commodity futures, perpetual futures, and prediction markets. Our vision for the Everything Exchange is to offer a single platform to trade any asset, anywhere in the world. We offer our trading products through two trading experiences:

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•Simple trade: Our Simple trading experience offers customers the ability to buy and sell crypto assets, stocks, futures, and prediction markets using the basic interface of our platform. Simple trading focuses on consumers of all experience levels who are prioritizing ease of use.

•Advanced trade: Our Advanced trading experience offers traders access to spot and derivatives order books, real-time market information through interactive charts, a live trade history on the Advanced trade view, and other trading tools. Advanced trading focuses on sophisticated traders who are prioritizing a robust set of features to meet their more complex needs and higher volume.

We charge fees from consumers trading on our platform, including through volume-based transaction fees and a spread depending on the type of trade. Simple trading and Advanced trading fees differ due to both the typical nature of the transactions and unique benefits of each offering. Generally, Simple trading fees are higher than those on Advanced trading.

Institutional Trading and Markets

We service institutional customers via Coinbase Prime, which is our full-service prime brokerage platform where our institutional customers can access deep pools of liquidity across a network of trading venues. We offer volume-based pricing and charge a transaction fee for executed trades.

We also provide market infrastructure in the form of exchanges for customers to trade spot and derivatives. We currently operate four exchanges: the Coinbase Exchange, the Coinbase International Exchange, the Coinbase Derivatives Exchange, and the Deribit Exchange. These exchanges charge a volume-based transaction fee for executed trades.

Exchanges	Products	Assets(1)
Coinbase Exchange	Spot trading	360+ crypto assets
Coinbase International Exchange	Perpetual futures, Spot	200+ crypto assets
Coinbase Derivatives Exchange	Dated futures, Perpetual-style futures	35+ futures (crypto, commodities, equity indices)
Deribit	Options, Perpetual futures, Dated futures, Spot	15+ crypto assets

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(1)Figures are reported as of the filing date of this Annual Report on Form 10-K.

Deribit is the global leader in crypto options trading by volume and open interest. Deribit accelerates both our international expansion ambitions and our derivatives offerings.

Other transaction products

•Base: Base is a decentralized L2 Ethereum blockchain offering fast, low-cost, global onchain transactions. Base has processed billions of transactions since launch and supports an expanding ecosystem of onchain applications across capital markets, trading, payments, and more. Our goal for Base is to bring one million developers and one billion users onchain to build a global economy. Coinbase generates revenue from sequencer fees paid each time a transaction is processed on the Base blockchain.

•Base App (formerly Coinbase Wallet): The Base App is a self-custodial wallet product. It is the evolution of our prior Coinbase Wallet offering, which we offer globally, subject to applicable laws and app availability. The Base App integrates trading, payments, a social feed, and access to decentralized applications. Built on open protocols, users maintain ownership of their identity, assets, and social connections across the onchain ecosystem. Base App users have sole control over the cryptographic keys to access their assets, which are stored directly on their mobile devices or personal storage accounts and not with a centralized entity. Coinbase is unable by default to assist in recovery if a user loses access to their wallet, because the cryptographic key

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is unilaterally controlled by the user. Users do, however, have an option in the Base App to add a recovery signer that would allow them to recover access.

Subscription products and other services

Stablecoins

Stablecoins play a key role in updating the financial system and advancing economic freedom by combining the benefits of crypto rails, which are global, cheap, and fast, with an asset that is stable relative to fiat currencies. We offer a variety of stablecoins denominated in multiple fiat currencies on our platform, and we continue to explore partnerships with a number of stablecoin issuers to expand our offerings.

In 2018, we partnered with Circle Internet Financial, LLC (“Circle”) to launch USDC, with the goal of driving global, mainstream adoption of stablecoins. Circle and its affiliate, Circle Internet Financial Europe SAS, are the issuers of USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars, and Circle Internet Financial Europe SAS is the issuer of EURC, a stablecoin redeemable on a one-to-one basis for Euros. In August 2023, we entered into an updated arrangement with Circle to (i) support USDC; (ii) help drive long-term success of the stablecoin ecosystem; and (iii) share in the economics of the reserves backing stablecoins in circulation both on and off our platform (the “Circle Agreement”). Pursuant to the Circle Agreement, Circle is the issuer of USDC, holds the relevant trademarks which we can use, and pays us for our role in the growth of USDC: the greater the proportion of USDC in circulation generally and on our platform, the greater our revenue generated under the Circle Agreement.

The Circle Agreement has an initial three-year term. Upon completion of the initial term, we and Circle will discuss in good faith whether any modifications to the Circle Agreement are warranted. If such modifications are not agreed upon, the Circle Agreement will automatically renew for additional three-year terms unless we or Circle fail to meet the conditions specified in the Circle Agreement. These conditions are the satisfaction of a Product Threshold, a Company Threshold, and a Reseller Threshold (as defined in the Circle Agreement). If the conditions are satisfied, the Circle Agreement cannot be terminated.

Separate from any renewal, there are certain circumstances under which the parties could initiate a restructuring of the agreement. In such an event, if an amendment or restructuring is not possible or Circle does not make payments to us following such a restructuring period, we can require the assignment of certain trademarks by Circle to us, which would then impact the arrangement between the parties and Circle’s ability to issue other U.S. dollar-denominated stablecoins.

We and Circle may, from time to time, enter into arrangements with third parties approved by both us and Circle (such third parties, “approved participants”) that provide for fees to be paid to such approved participants to increase the circulation of stablecoins subject to the Circle Agreement. In anticipation of such arrangements, in November 2024, we and Circle entered into a supplement to the Circle Agreement, pursuant to which we and Circle will agree upon the fees that such third parties are eligible to receive and the undertakings to be required of them upon becoming an approved participant. We have filed a copy of the Circle Agreement and its 2024 supplement as exhibits to this Annual Report on Form 10-K in order to provide investors with additional information about this partnership.

Historically, we have observed that customers holding USDC on our platform are more likely to use our other products, such as trading. Therefore, where permitted, we pay rewards to both Coinbase One subscribers as well as institutional customers who hold USDC to incentivize on-platform use and deeper engagement with our product suite.

Blockchain Rewards

Certain blockchain protocols, such as Ethereum and Solana, rely on staking to validate blockchain transactions, an essential operation to these protocols’ operations and an alternative consensus

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mechanism to mining. Network participants can designate a certain amount of their crypto assets on the network to validate transactions and earn rewards. Today, many users choose to outsource the technical processes involved in staking by staking through a service provider.

We provide an onchain staking service, which allows our customers to stake their assets with a few clicks. Our customers maintain full ownership of their crypto assets while earning staking rewards. Customers who stake their assets receive rewards, paid out by applicable blockchain protocols, in the form of the network’s crypto asset. The rewards rates, expressed as an annual percentage yield, vary by asset. In return for the services we provide, we earn a fixed percentage commission on all staking rewards received.

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-07-30 (period ending 2026-06-30).

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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 (the “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, 2025 (the “Annual Report”). The 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, those set forth under Special Note About Forward-Looking Statements of this Quarterly Report on Form 10-Q and those discussed in the section titled Risk Factors in Part I, Item 1A of our Annual Report, together with any updates in the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q. Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 2, except the Executive Overview, two numbers presented consecutively represent figures for the three and six months ended June 30, 2026 as compared to the same periods in 2025, respectively, unless otherwise noted. In the Executive Overview, consecutive pairs represent the three and six month periods ended June 30 of the applicable year, respectively.

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.

Our top three product priorities for 2026 are to grow the everything exchange, scale stablecoins and payments, and expand onchain adoption. During 2026, we continued to execute against our top product priorities. We saw resilience in crypto derivatives trading volume against the market backdrop, expanded tradable assets on our platform, grew volume in equities and prediction markets, increased average USDC held in Coinbase products to an all-time high, and grew decentralized exchange trading and balances borrowed and lent through Coinbase. With growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in the global economy. We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside.

Highlights

For the three and six months ended June 30, 2026, our net revenue was $1.2 billion and $2.5 billion, including $599.2 million and $1.4 billion in transaction revenue and $555.1 million and $1.1 billion in subscription and services revenue. For the same periods in 2025, our net revenue was $1.4 billion and $3.3 billion, including $764.3 million and $2.0 billion in transaction revenue and $632.2 million and $1.3 billion in subscription and services revenue.

For the three and six months ended June 30, 2026, our net loss was $359.5 million and $753.6 million, and Adjusted EBITDA was $207.8 million and $511.1 million. For the same periods in 2025, our net income was $1.4 billion and $1.5 billion, and Adjusted EBITDA was $512.1 million and $1.4 billion.

Assets on Platform (“AOP”) were $245.9 billion and $425.0 billion at June 30, 2026 and 2025, respectively. The decrease in AOP primarily reflects a $196.5 billion decline driven primarily by the decline in prices of certain crypto assets held on our platform, offset in part by growth in units, both largely attributable to Bitcoin.

For the three and six months ended June 30, 2026, Monthly Transacting Users (“MTUs”) were 7.6 million and 7.9 million. For the same periods in 2025, MTUs were 8.7 million and 9.2 million. The

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decrease in MTUs was primarily due to a decrease in trading users, influenced by overall market conditions.

Beginning in the second quarter of 2026, we no longer include Trading Volume as a key metric. As our business has evolved to support multiple asset classes, we believe the prior Trading Volume metric which focused on spot crypto volume no longer reflects the breadth of our business. Additionally, we do not believe that a total trading volume metric would fully represent the business given the differences in economics across our diversified trading products. We believe that net income (loss) and Adjusted EBITDA best reflect the financial health of our business, and we believe that metrics focused on users and assets are better operational indicators as they measure the trust customers place in Coinbase and our ability to attract and retain users. See the section titled Non-GAAP and Other Measures for definitions of Adjusted EBITDA, AOP, and MTUs, as well as a reconciliation of net income (loss) to Adjusted EBITDA.

Anticipated Trends

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. We anticipate the restructuring plan announced in May 2026 (the “Restructuring”) will help us better align our operating expenses with current market conditions and optimize our operations for the AI era. See Note 3. Restructuring of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on the Restructuring. For the year ending December 31, 2026, we anticipate the aggregate of technology and development, general and administrative, and sales and marketing expenses, excluding amortization of intangible assets, to be slightly higher than for the year ended December 31, 2025, driven by USDC rewards.

Results of Operations

Comparison of the three and six months ended June 30, 2026 and 2025

Revenue

For the three and six months ended June 30, 2026, we generated 85% and 84% of total revenue in the U.S. For the three and six months ended June 30, 2025, we generated 86% and 85% of total revenue in the U.S. No other country accounted for more than 10% of total revenue during the periods presented. International revenue consisted mainly of transaction revenue in all periods presented.

Transaction revenue

	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2026		2025		$		%	2026		2025		$		%
Consumer, net	$	451,670	$	649,908	$	(198,238)	(31)	$	1,018,569	$	1,745,414	$	(726,845)	(42)
Institutional, net	100,073		60,819		39,254		65	235,799		159,707		76,092		48
Other transaction revenue, net	47,413		53,543		(6,130)		(11)	100,613		121,357		(20,744)		(17)
Total transaction revenue	$	599,156	$	764,270	$	(165,114)	(22)	$	1,354,981	$	2,026,478	$	(671,497)	(33)
% of net revenue	52		55					54		61

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Transaction revenue decreased for the three and six months ended June 30, 2026 as compared to 2025, primarily reflecting:

•a decrease in consumer transaction revenue driven by $230.4 million and $822.0 million, reflecting a 38% and 48% decrease in consumer Crypto Spot Trading Volume1, offset in part by growth in derivatives trading volume and the launch of prediction markets trading; and

•an increase in institutional transaction revenue, due mainly to the acquisition of Deribit in August 2025.

There were no material changes to note within other.

Subscription and services revenue

	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2026		2025		$		%	2026		2025		$		%
Stablecoin revenue(1)	$	292,147	$	308,914	$	(16,767)	(5)	$	597,582	$	582,951	$	14,631	3
Blockchain rewards	83,342		144,535		(61,193)		(42)	184,191		341,127		(156,936)		(46)
Interest and finance fee income	66,128		59,316		6,812		11	133,933		122,402		11,531		9
Other subscription and services revenue	113,528		119,478		(5,950)		(5)	222,962		260,376		(37,414)		(14)
Total subscription and services revenue	$	555,145	$	632,243	$	(77,098)	(12)	$	1,138,668	$	1,306,856	$	(168,188)	(13)
% of net revenue	48		45					46		39

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(1) During the first quarter of 2026, we revised the presentation of revenue earned on corporate payment stablecoin balances, now presenting the amounts in Corporate interest and other income rather than in Stablecoin revenue. Prior period amounts have been reclassified to conform to current period presentation. For information on the reclassified amounts, please see Note 2. Summary of Significant Accounting Policies and Note 5. Revenue of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Subscription and services revenue decreased for the three and six months ended June 30, 2026 as compared to 2025, reflecting:

•changes in stablecoin revenue, primarily consisting of a decrease of $55.9 million and $113.4 million due to lower average interest rates, offset in part by an increase due to higher average USDC balances held by customers in eligible Coinbase products; and

•decreases in blockchain rewards of:

◦$56.5 million and $131.3 million due to lower average crypto asset prices, driven primarily by Solana; and

◦$16.1 million and $48.3 million due to lower reward rates, primarily for Solana and Ethereum.

There were no material changes to note within the other categories in the table above.

1 Crypto Spot Trading Volume is the total U.S. dollar equivalent value of spot matched trades (excluding Stablecoin Trading Volume) transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement. Stablecoin Trading Volume is the total U.S. dollar equivalent value of Fiat-Stablecoin and Stablecoin-Stablecoin matched trades transacted between a buyer and seller through our platform, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement.

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Other revenue

	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2026		2025		$		%	2026		2025		$		%
Corporate interest and other income(1)	$	65,767	$	100,695	$	(34,928)	(35)	$	139,401	$	198,169	$	(58,768)	(30)
Total other revenue	$	65,767	$	100,695	$	(34,928)	(35)	$	139,401	$	198,169	$	(58,768)	(30)

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Corporate interest and other income decreased for the three and six months ended June 30, 2026 as compared to 2025, reflecting a 73 and 77 basis point decline in average interest rates earned.

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 %)	2026		2025		$		%	2026		2025		$		%
Blockchain rewards fees	$	53,102	$	89,157	$	(36,055)	(40)	$	117,235	$	209,178	$	(91,943)	(44)
Payment processing and account verification	42,349		41,332		1,017		2	82,524		105,977		(23,453)		(22)
Transaction rebates and commissions	36,763		86,862		(50,099)		(58)	65,789		146,447		(80,658)		(55)
Transaction reversal losses	20,057		20,855		(798)		(4)	54,056		67,699		(13,643)		(20)
Other	37,519		7,055		30,464		432	66,045		18,986		47,059		248
Total transaction expense	$	189,790	$	245,261	$	(55,471)	(23)	$	385,649	$	548,287	$	(162,638)	(30)
% of net revenue	16		18					15		16

Transaction expense decreased for the three and six months ended June 30, 2026 as compared to 2025, largely due to:

•lower blockchain rewards fees, which moved with blockchain rewards revenue;

•a decrease in transaction rebates and commissions, primarily those earned by institutional customers providing liquidity on our international exchange, as we tapered incentive offerings; offset in part by

•an increase in other, largely due to exchange fees associated with our prediction markets business.

There were no material changes to note within the other categories in the table above.

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Technology and development

	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2026		2025		$		%	2026		2025		$		%
Employee-related	$	302,527	$	245,571	$	56,956	23	$	650,650	$	477,919	$	172,731	36
Website hosting and infrastructure	89,301		76,336		12,965		17	179,940		143,583		36,357		25
Amortization, depreciation, and impairment	47,078		34,585		12,493		36	94,991		66,597		28,394		43
Other	33,942		30,830		3,112		10	72,915		54,591		18,324		34
Total technology and development	$	472,848	$	387,322	$	85,526	22	$	998,496	$	742,690	$	255,806	34
% of net revenue	41		28					40		22

Technology and development expenses increased for the three and six months ended June 30, 2026 as compared to 2025, reflecting higher employee-related expenses. This increase was driven by 3% and 13% higher average headcount supporting product growth, tempered during the second quarter of 2026 by the Restructuring, as well as lower internally developed technology costs capitalized.

There were no material changes to note within the other categories in the table above.

Sales and marketing

	Three Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in thousands, except %)	2026		2025		$		%	2026		2025		$		%
USDC rewards	$	119,108	$	102,521	$	16,587	16	$	232,535	$	202,555	$	29,980	15
Marketing programs	59,690		90,022		(30,332)		(34)	143,597		194,992		(51,395)		(26)
Employee-related	29,787		32,319		(2,532)		(8)	69,165		65,775		3,390		5
Other	31,258		11,383		19,875		175	61,272		20,206		41,066		203
Total sales and marketing	$	239,843	$	236,245	$

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 4 transactions across 2 insiders. Net: -57,130 shares, -$8,830,265.

Date	Insider	Role	Action	Shares	Price	Value
2026-09-01	WILSON FREDERICK R indirect	Director	Sell	-10,000 ×7	$178.93	-$1,789,295
2026-08-24	Jones Jennifer N.	Chief Accounting Officer	Sell	-2,062	$188.75	-$389,202
2026-08-03	WILSON FREDERICK R indirect	Director	Sell	-35,068 ×15	$144.32	-$5,060,841
2026-07-01	WILSON FREDERICK R indirect	Director	Sell	-10,000 ×14	$159.09	-$1,590,926

Source: SEC Form 4 filings.

Next expected filings

~2026-10-29 10-Q expected by 2026-11-06 (in 49 days)
~2027-02-09 10-K expected by 2027-02-23 (in 152 days)
~2027-05-06 10-Q expected by 2027-05-14 (in 238 days)
~2027-07-29 10-Q expected by 2027-08-06 (in 322 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-09-02 8-K Officer/Director Change
2026-07-30 8-K Earnings Release; Financial Statements and Exhibits
2026-07-30 10-Q Quarterly Report
2026-07-23 8-K Officer/Director Change; Financial Statements and Exhibits
2026-07-09 8-K Officer/Director Change; Financial Statements and Exhibits
2026-05-07 10-Q Quarterly Report
2026-05-07 8-K Earnings Release; Financial Statements and Exhibits
2026-05-05 8-K Costs Associated with Exit
2026-04-24 DEF 14A Proxy Statement
2026-04-10 8-K Officer/Director Change
2026-02-12 10-K Annual Report
2026-02-12 8-K Earnings Release; Financial Statements and Exhibits
2025-12-16 8-K Other Events; Financial Statements and Exhibits
2025-10-30 10-Q Quarterly Report
2025-10-30 8-K Earnings Release; Financial Statements and Exhibits

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