19260QAB3

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 30 Table of Contents 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 31 Table of Contents 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 ____________________________________ (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. 32 Table of Contents 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) ____________________________________ (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. 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. 33 Table of Contents 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 $ 3,598 2 $ 506,569 $ 483,528 $ 23,041 5 % of net revenue 21 17 20 15 Sales and marketing expenses increased for the three and six months ended June 30, 2026 as compared to 2025, reflecting: •a $45.4 million and $103.7 million increase in USDC rewards driven by growth in average customer USDC balances held in Coinbase products as we continue to integrate USDC across our products, offset in part by a reduction in the rewards rate; •a decrease in marketing program expenses, largely due to a $21.3 million and $65.2 million decrease in digital advertising spend as a response to softer market conditions; and •an increase in other, primarily due to amortization of intangible assets acquired in the purchase of Deribit in 2025. There were no material changes to note within employee-related. 34 Table of Contents General and administrative Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Employee-related $ 171,876 $ 147,752 $ 24,124 16 $ 365,237 $ 310,889 $ 54,348 17 Professional services 54,934 71,010 (16,076) (23) 104,558 129,186 (24,628) (19) Customer support(1) 28,053 54,764 (26,711) (49) 61,317 125,219 (63,902) (51) Other 102,061 80,181 21,880 27 201,906 182,759 19,147 10 Total general and administrative $ 356,924 $ 353,707 $ 3,217 1 $ 733,018 $ 748,053 $ (15,035) (2) % of net revenue 31 25 29 22 ____________________________________ (1)Excludes employee-related and professional services expenses. General and administrative expenses changed for the three and six months ended June 30, 2026 as compared to 2025, reflecting: •an increase in employee-related expenses, primarily due to higher average headcount reflecting, in part, the shift of certain customer support roles from outsourced resources to employees, tempered during the second quarter of 2026 as a result of the Restructuring; and •a decrease in customer support costs, primarily due to lower transaction volume and fewer resources required after certain regulatory projects were completed in the prior year, as well as reflecting the shift of certain roles to employees. There were no material changes to note within the other categories in the table above. Losses (gains) on crypto assets held for operations, net Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Losses (gains) on crypto assets held for operations, net $ 31,719 $ (8,702) $ 40,421 (465) $ 66,870 $ 25,663 $ 41,207 161 Changes in losses (gains) on crypto assets held for operations, net resulted primarily from holding these assets during a period of declining crypto asset prices, primarily Bitcoin. These changes were expanded in 2026 with recent customer reward offerings. Restructuring For both the three and six months ended June 30, 2026, restructuring expenses were $52.4 million, related to the Restructuring. There were no restructuring expenses for the three and six months ended June 30, 2025. 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. Other operating (income) expense, net Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Platform-related incidents, net $ (5,893) $ 306,654 $ (312,547) (102) $ 30,780 $ 307,374 $ (276,594) (90) Other (4,083) 1,371 (5,454) (398) (5,831) (5,248) (583) 11 Total other operating (income) expense, net $ (9,976) $ 308,025 $ (318,001) (103) $ 24,949 $ 302,126 $ (277,177) (92) 35 Table of Contents Other operating (income) expense, net decreased for the three and six months ended June 30, 2026 as compared to 2025, primarily due to losses incurred in 2025, directly associated with the incident announced on the Current Report on Form 8-K we filed with the SEC on May 15, 2025 (the “Data Theft Incident”), comprising voluntary customer reimbursements and direct legal costs, net of recoveries. Interest expense Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Interest expense $ 22,516 $ 20,535 $ 1,981 10 $ 45,085 $ 41,046 $ 4,039 10 There were no material changes to note within interest expense. Losses (gains) on crypto assets held for investment, net Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Losses (gains) on crypto assets held for investment, net $ 209,499 $ (362,053) $ 571,552 (158) $ 691,855 $ 234,598 $ 457,257 195 Losses (gains) on crypto assets held for investment, net changed for the three and six months ended June 30, 2026 as compared to 2025, primarily due to fair value remeasurement of these assets, mainly Bitcoin and Ethereum. The impact of this change in fair value expanded in the current period as we actively invested in Bitcoin. Other expense (income), net Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % Losses (gains) on investments, net $ 58,178 $ (1,472,121) $ 1,530,299 (104) $ 11,381 $ (1,475,448) $ 1,486,829 (101) Other (8,270) (34,784) 26,514 (76) (23,114) (25,269) 2,155 (9) Other expense (income), net $ 49,908 $ (1,506,905) $ 1,556,813 (103) $ (11,733) $ (1,500,717) $ 1,488,984 (99) Losses (gains) on investments, net changed for the three and six months ended June 30, 2026 as compared to 2025, primarily due to the fair value remeasurement of our investment in Circle Internet Group, Inc. (“Circle”) during the second quarter of 2025, following its initial public offering. Current period net losses reflect revaluation, offset in part by gains on the sale of a portion of our investment in Circle during the first quarter of 2026. There were no material changes to note within other. (Benefit from) provision for income taxes Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands, except %) 2026 2025 $ % 2026 2025 $ % (Benefit from) provision for income taxes $ (35,943) $ 394,873 $ (430,816) (109) $ (106,531) $ 411,721 $ (518,252) (126) For the periods presented, the change in (benefit from) provision for income taxes was primarily due to lower pre-tax income, partially offset by lower tax benefits related to stock-based compensation and a valuation allowance related to realized and unrealized capital losses. 36 Table of Contents Non-GAAP and Other Measures Adjusted EBITDA In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare this measure and component adjustments to similar information provided by peer companies and our past financial performance; provides additional company-specific adjustments for certain items that may be included in income from operations but that we do not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations, revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example: •We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to period and may not directly correlate to the underlying performance of our business operations. •We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other expense (income), net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment because such investments are considered primarily long-term holdings, (iii) losses, net of recoveries, directly related to the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction, and (iv) costs of the Restructuring, as these costs are associated with discrete organizational changes and are not reflective of our core, ongoing business operations. We do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are primarily based on transactions on our platform and the sales of subscriptions and services. •We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, interest expense, other expense (income), net, and (benefit from) provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. Limitations of Adjusted EBITDA We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related to Adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these limitations are that Adjusted EBITDA excludes: •(benefit from) provision for income taxes; •interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; •depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; 37 Table of Contents •stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; •losses directly related to the Data Theft Incident, net of recoveries; •net gains or losses on our crypto assets held for investment; •the impact of the Restructuring, which is not related to normal operations but impacted our results in 2026; and •other expense (income), net, which represents net gains or losses on investments and other financial instruments, and other non-operating income and expense activity. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net (loss) income, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of Adjusted EBITDA to net (loss) income, and not to rely on any single financial measure to evaluate our business. The following table provides a reconciliation of net (loss) income to Adjusted EBITDA (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net (loss) income $ (359,468) $ 1,428,900 $ (753,585) $ 1,494,508 Adjusted to exclude the following: (Benefit from) provision for income taxes (35,943) 394,873 (106,531) 411,721 Interest expense 22,516 20,535 45,085 41,046 Depreciation and amortization 64,403 33,901 132,409 67,234 Stock-based compensation expense 238,341 196,160 486,396 386,889 Data Theft Incident (recoveries) losses, net (33,854) 306,654 (25,244) 306,654 Losses (gains) on crypto assets held for investment, net 209,499 (362,053) 691,855 234,598 Restructuring 52,408 — 52,408 — Other expense (income), net(1) 49,908 (1,506,905) (11,733) (1,500,717) Adjusted EBITDA $ 207,810 $ 512,065 $ 511,060 $ 1,441,933 __________________ (1)See Note 17. Other Condensed Consolidated Statements of Operations Details of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Assets on Platform We define Assets on Platform (“AOP”) as the total U.S. dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services. 38 Table of Contents The following table sets forth the value of AOP by asset (in millions, except percentages): June 30, 2026 June 30, 2025 Value Change Units Value Units Value % Bitcoin 2.9 $ 170,800 2.8 $ 300,641 (43) Ethereum 18.9 29,714 16.3 40,530 (27) USDC N/A 8,874 N/A 7,485 19 Other(1) nm 36,478 nm 76,337 (52) Total $ 245,866 $ 424,993 (42) __________________ nm - not meaningful (1)Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP. Monthly Transacting Users We define a MTU as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate transaction revenue or subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior. MTUs for the three month period represent quarterly MTUs, which are calculated as the average of each month’s MTUs in each respective quarter. MTUs for the six month period are calculated as the average of the quarterly MTUs within the period. Liquidity and Capital Resources There have been no material changes to our liquidity and capital resources from those presented in the Annual Report, other than those described below. We continue to believe our existing cash, cash equivalents, and marketable investments, which totaled $8.8 billion as of June 30, 2026, will be sufficient in both the short and long term to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements. Our ability to meet these requirements and plans for cash will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions. We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and with future cash flows from operations, future sales of marketable investments, and potential future equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders. The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that restrict our operations. Primary commitments Long-term debt and other contractual obligations We used cash to repay in full at maturity the $1.3 billion aggregate principal amount of our 0.50% convertible notes due June 1, 2026. As of June 30, 2026, our outstanding long-term debt consisted of convertible notes and senior notes with an aggregate principal amount of $6.0 billion, maturing between 39 Table of Contents 2028 and 2032. See Note 11. Long-Term Debt of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Our other contractual obligations decreased materially from those as of December 31, 2025, primarily due to the fulfillment of a strategic equity investment commitment. See Note 20. Commitments and Contingencies of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. See Notes 13. Condensed Consolidated Balance Sheets Details and 18. Income Taxes of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details relating to our short- and long-term material cash requirements as of June 30, 2026. Short-term borrowings As of June 30, 2026, we held short-term borrowings of $539.2 million, denominated in crypto assets and payment stablecoins, which we use to facilitate institutional financing. See Note 6. Collateralized Arrangements and Financing of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. Repurchase program As of June 30, 2026, our board of directors had authorized an aggregate $4.0 billion to repurchase, without expiration, our outstanding Class A common stock and long-term debt (the “Repurchase Program”). As of June 30, 2026, approximately $2.0 billion remained available, and no long-term debt has been repurchased under the Repurchase Program. See Issuer Purchases of Equity Securities included in Part II, Item 2 of this Quarterly Report on Form 10-Q for additional details. Other resources and commitments Crypto assets We hold and use crypto assets for various purposes. Crypto assets held for operations are received in the ordinary course of business and are converted to cash or used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. Our crypto assets held are considered less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of June 30, 2026, we held the following crypto assets: $86.5 million held for operations, $1.6 billion held as collateral, $229.1 million that were borrowed, and $1.5 billion held for investment. Customer assets and liabilities Recognized customer assets and liabilities comprise customer custodial funds and corresponding customer custodial liabilities that represent our obligation to return these assets to the customers. We also securely store additional customer AOP that we do not recognize in our Condensed Consolidated Balance Sheets. We do not use customer assets as collateral for any loan, margin, rehypothecation, or other similar activities, without the customer’s consent. 40 Table of Contents Our business model does not expose us to liquidity risk if we have excessive redemptions or withdrawals from customers. As of June 30, 2026, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date. See the section titled Risk Factors—Depositing and withdrawing crypto assets into and from our platform involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely affect our business, operating results, and financial condition included in Part I, Item 1A of our Annual Report for further information. Cash flows The following table summarizes our Condensed Consolidated Statements of Cash Flows (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 380,054 $ 1,092,772 Net cash used in investing activities (500,554) (812,829) Net cash used in financing activities (3,573,227) (1,311,861) Net decrease in cash, cash equivalents, and restricted cash and cash equivalents $ (3,693,727) $ (1,031,918) Change in customer custodial cash and cash equivalents $ (1,011,102) $ (1,002,312) Operating activities Our largest source of cash provided by operating activities are revenues generated from transaction fees. Our primary uses of cash in operating activities include payments to employees for compensation, USDC rewards, marketing programs, website hosting and infrastructure services, and professional services. Net cash provided by operating activities decreased by $712.7 million for the six months ended June 30, 2026 as compared to 2025 primarily as a result of the $726.8 million decrease in total consumer, net transaction revenue. Investing activities Net cash used in investing activities decreased by $312.3 million for the six months ended June 30, 2026 as compared to 2025 primarily as a result of the $250.6 million decrease in net purchases of crypto assets held for investment. Financing activities Net cash used in financing activities increased by $2.3 billion for the six months ended June 30, 2026 as compared to 2025 primarily due to: •$1.3 billion in cash used for the repayment of our 2026 Convertible Notes; and •$1.2 billion in cash used to repurchase approximately 7.1 million shares of our outstanding Class A common stock. Regulatory capital requirements We are a highly regulated business subject to regulations on how we manage our liquidity, operations, and capital structure. As our primary operating subsidiary, Coinbase, Inc. (“CB Inc.”), is subject to the most significant capital requirements, we seek to minimize surplus capital at other subsidiaries and hold surplus at CB Inc. See Part I, Item 1 Business—Government Regulation in the Annual Report as well as Part I, Item 1A Risk Factors in the Annual Report for additional details about these regulations. 41 Table of Contents We are required to hold corporate liquid assets at our subsidiaries to meet capital requirements established by our regulators based on the value of crypto assets and payment stablecoins held in custody. Our money-transmitting subsidiary, CB Inc., and our custodian subsidiary, Coinbase Custody Trust Company, LLC (“CCTC”), which is a fiduciary under New York State Law and a qualified custodian under the Investment Advisers Act of 1940, are required to maintain minimum net capital requirements under agreements with the New York State Department of Financial Services. These subsidiaries and other subsidiaries are also subject to maintenance capital requirements by other regulators both within the United States and internationally. As of June 30, 2026, we were in compliance with these capital requirements. As of June 30, 2026, our net capital requirements by subsidiary consisted of the following (in millions): Net Capital Required Net Capital(1) Capital Surplus CB Inc. $ 2,066 $ 988 $ 1,078 CCTC 510 184 326 Other(2) 1,007 64 943 __________________ (1)Depending on the agreement between the subsidiary and the regulator, may include corporate holdings of cash and cash equivalents, Bitcoin, and Ethereum. Due to the volatility of crypto assets, Net Capital and Required Net Capital can fluctuate. (2)Includes subsidiaries that are subject to requirements from regulators that allow for the intermediation of customer orders in derivatives markets or the operation of a regulated marketplace for the trading of such contracts. Critical Accounting Estimates Our Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of our Financial Statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected. There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in the Annual Report. Recent accounting pronouncements See Note 2. Summary of Significant Accounting Policies—Recent accounting pronouncements of the Notes to our Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.