Coinbase Global, Inc. (COIN)

Business overview

BUSINESS Coinbase Overview Our mission is to increase ec onomic 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: 7 • 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. […]

Management discussion and analysis

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 Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K . Th e following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K .

Unless otherwise expressly stated or the context otherwise requires, references to “we,” “ou r,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 7, two numbers presented consecutively represent figures for the year ended December 31, 2025 as compared to the year ended December 31, 2024, respectively, unless otherwise noted. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 13, 2025, which is incorporated by reference herein.

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 Annual Report on Form 10-K. During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally. We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U. S. perpetual-style futures. Stablecoin adoption is accelerating.

USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products. We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card. For the year ended December 31, 2025, our net revenue was $6. 9 billion, including $4. 1 billion in transaction revenue and $2. 8 billion in subscription and services revenue.

For the year ended December 31, 2024, our net revenue was $6. 3 billion, including $4. 0 billion in transaction revenue and $2. 3 billion in subscription and services revenue. For the year ended December 31, 2025, our net income was $1. 3 billion and Adjusted EBITDA was $2.

8 billion. For the year ended December 31, 2024, our net income was $2. 6 billion and Adjusted EBITDA was $3. 3 billion. For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments. 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.

Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025. Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities. […]

Key risk disclosures

RISK FACTORS Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected.

Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories. The market price of our Class A common stock could decline, and you could lose part or all of your investment due to any of these risks. The Most Material Risks Related to Our Business and Financial Position Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto. Due to the highly volatile nature of prices of crypto assets, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader onchain economy.

Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: • crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; • our ability to attract, maintain, grow, and engage our customer and developer base; • changes in the legislative or regulatory environment, or actions by U. S.

or foreign governments or regulators, including fines, orders, or consent decrees; • regulatory changes or scrutiny that impact our ability to offer certain products or services; • our ability to continue to diversify and grow our subscription and services revenue, including our stablecoin revenue; • our mix of revenue between transaction and subscription and services; • pricing for, or temporary suspensions of, our products and services; • adding crypto assets to, or removing from, our platform; • our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; • fluctuations in the market values of our marketable and strategic investments; • market conditions of, and overall sentiment towards, crypto; • macroeconomic conditions, including interest rates, inflation, changes in tariffs and trade restrictions, extended U.

S.

federal government shutdowns, and instability in the global banking system; 21 • adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; • the development and introduction of existing and new products and services by us or our competitors; • the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services, as well as technology offered to our developers, international expansion, and sales and marketing; • system failures, outages or interruptions, including with respect to our platform and third-party crypto networks; • our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses; • breaches of security or privacy; • inaccessibility of our platform due to our or third-party actions; • our ability to attract and retain talent; and • our ability to compete with our competitors.

As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the volatility of the markets in which we operate, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Class A common stock may increase or decrease significantly. […]

Source and methodology

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