← Back to GEMI filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Gemini Space Station, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Our mission is to build the bridge to the future of money and markets. Gemini is a trusted cryptocurrency platform building secure financial infrastructure for the next generation of money and markets, providing access for individuals and institutions to a financial future that is more open, fair, and secure.
Gemini was founded in 2014 to be the most trusted, secure, and easy way to buy, sell, and store crypto assets. As of June 30, 2026, we served approximately 580,000 MTUs with over $8.4 billion of assets on our platform.
Our core exchange product has expanded over time to become a more comprehensive platform that enables users to engage with not only the cryptoeconomy, but also markets across a broad range of products and services. Our products and services include a derivatives exchange, staking services, spot margin trading services, an OTC trading desk, institutional-grade custody, a New York Department of Financial Services (“NYDFS”)-regulated stablecoin, a U.S.-based credit card program, and, more recently, a prediction markets platform (as of December 2025) and U.S. stocks (as of July 2026). We are building Gemini as an integrated platform with shared infrastructure for both money and markets and we intend to serve our users through a unified, multi-product experience.
We strive to deliver a seamless user experience to both retail and institutional users:
•Retail: We often serve as a primary gateway for individual retail users into the cryptoeconomy and markets. We provide a user-friendly, secure platform and mobile app for users to buy, sell, store, stake, and transfer a variety of crypto assets and, as of July 2026, U.S. stocks. Our products aim to suit the needs of beginners and sophisticated users alike.
•Institutional: We provide institutional investors, including asset managers, hedge funds, proprietary trading firms, and corporations with a robust and secure platform to access crypto and traditional markets. We offer advanced trading, OTC trading, and institutional-grade custody.
All customer crypto assets are held in full on our platform, ensuring every unit of cryptocurrency or fiat held by a user is available to the user. We hold MTLs or the statutory equivalent in all states that require such licenses so that we are able to operate in all 50 states and have direct access to fiat banking rails.
For the three and six months ended June 30, 2026, we generated total revenue of $45.5 million and $95.7 million, respectively, net income (loss) of $(107.7) million and $(216.7) million, respectively, and Adjusted EBITDA of $(74.0) million and $(134.0) million, respectively. For the three and six months ended June 30, 2025, we generated total revenue of $33.3 million and $68.6 million, respectively, net income (loss) of $(133.2) million and $(282.5) million, respectively, and Adjusted EBITDA of $(51.9) million and $(113.5) million, respectively.
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Our Business Model
We monetize the products and services offerings on our platform primarily through fee-based revenue. Fee revenues are predominantly transaction-related fees on trade volume for our exchange and OTC platforms. In addition, we also earn revenue from custody services, withdrawal fees, credit card fees and advisory fees. A substantial portion of our total revenue is generated from transaction fees earned on volume-based trades across retail and institutional users on our exchange. For the three and six months ended June 30, 2026, exchange revenue represented 27.5% and 31.0% of our total revenue, respectively. Retail investors accounted for approximately 88% and 87% of exchange revenue for the three and six months ended June 30, 2026, respectively. For the three and six months ended June 30, 2025, exchange revenue represented 60.8% and 63.8% of our total revenue, respectively. Retail investors accounted for approximately 93% and 95% of exchange revenue for the three and six months ended June 30, 2025, respectively. Interest income is derived from USD-denominated assets we hold on our balance sheet that back our GUSD stablecoin.
Key Business Metrics
In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the key business metrics listed below to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Monthly Transacting Users (in thousands) 580 523 580 523
Lifetime Transacting Users (in thousands) 1,718 1,499 1,718 1,499
Card Sign-Ups (in thousands) 5.0 17.1 18.1 23.1
Trading Volume (in billions) $ 3.8 $ 11.3 $ 10.1 $ 24.8
Assets on Platform (in billions) $ 8.4 $ 18.2 $ 8.4 $ 18.2
Net Income (Loss) (in thousands) $ (107,724) $ (133,212) $ (216,702) $ (282,476)
Adjusted EBITDA (in thousands)(1) $ (74,034) $ (51,875) $ (133,959) $ (113,455)
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(1) See the section below titled “Adjusted EBITDA” for a reconciliation of net income (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Monthly Transacting Users
We define an MTU as any retail or institutional user who has engaged in any revenue-generating activity or whose account otherwise generated revenue for the Company in the trailing thirty days, including transacting on our spot or derivatives exchange or on Gemini Predictions, holding a digital asset or fiat balance in a Gemini exchange account that generates revenue for the Company, holding a digital asset balance in a Gemini Custody account, holding a balance in our pooled Staking product, making a transaction or holding a balance on the Gemini Credit Card, or completing a fiat (wire) or digital asset withdrawal from our platform. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets.
We view MTUs as an indicator of platform engagement and overall business health, and MTUs also serve as a top-of-funnel metric in our internal financial forecasting processes. MTUs directly correlate with other key performance indicators, such as Trading Volume, and revenue, particularly because transaction-based fees represent the majority of our revenue. For example, for the six months ended June 30, 2026, approximately 43.6% of our revenue was derived from transaction fees. As MTUs increase, we generally experience increased transaction activity, which leads to increased fee-based revenue. In turn, this generally supports a higher gross margin and contributes to increases in net income. We also use MTUs to help evaluate the performance of our growth initiatives,
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including our efforts to acquire new retail and institutional users and broaden the number and type of crypto assets supported on our platform.
MTUs may overstate the number of unique users due to differences in product architecture or user behavior. For instance, regarding product architecture, our platform includes distinct products that utilize separate account structures and store user data in separate databases. While we seek to identify overlapping users across these products by cross-referencing shared information (e.g., email addresses), a single user who registered on, for example, both the exchange and Nifty Gateway using different credentials could have been counted as two MTUs. Relatedly, regarding user behavior, our metrics may result in overstatement where a user intentionally or inadvertently maintains multiple accounts using different email addresses, phone numbers, or usernames. While we actively monitor for duplicate, fraudulent, or spam accounts and exclude those from our key metrics, we may not be able to fully eliminate all duplication among legitimate users. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Overall, we believe MTUs provide a measure of the breadth of active user engagement with our products, and we use this metric, among others, to evaluate the effectiveness of our user acquisition, product expansion, and engagement strategies.
MTUs presented for a quarter represent the MTUs as of the last day of the respective quarter.
Lifetime Transacting Users
LTUs represent the cumulative number of unique MTUs who have ever transacted on our platform and continue to maintain an open account, measured since inception.
LTUs provide a long-term measure of the breadth of our customer base and reflect the aggregate adoption of our platform over time. While MTUs capture monthly activity, LTUs illustrate the durability of customer relationships, since users who maintain open accounts—even if inactive in a given period—remain part of our ecosystem and are candidates for reactivation. We use LTUs to evaluate the effectiveness of our acquisition strategies and to assess the long-term potential for engagement and monetization.
LTUs, like MTUs, may be subject to overstatement due to duplicate accounts or product architecture. For example, a user who maintains separate accounts across Gemini products, or who re-registers with different credentials, may be counted more than once. While we actively monitor for and remove duplicate, fraudulent, or spam accounts, our reported LTUs may not fully eliminate all duplication. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Card Sign-Ups
We define Card Sign-Ups as the cumulative number of approved applications for the Gemini Credit Card in the relevant period. Card Sign-Ups include customers who have been approved to open an account, regardless of whether they have subsequently activated or used their card or whether the account later remains open.
We believe that Card Sign-Ups represent the breadth of adoption of the Gemini Credit Card and reflect the effectiveness of our acquisition efforts. We view Card Sign-Ups as an indicator of potential future card revenue, including interchange revenue, receivables, and crypto rewards engagement. While not all approved applicants activate or use their cards, higher levels of Card Sign-Ups expand the addressable base of Open Card Accounts. We
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define Open Card Accounts as the cumulative number of Gemini Credit Card accounts with an open credit line as of the end of the applicable period. Open Card Accounts is intended to capture the number of card accounts that remain open and helps reflect the impact of subsequent account closures, including customer-requested closures and closures by Gemini for suspected or confirmed fraud, failure to satisfy card program eligibility requirements, or other risk-management, compliance, or administrative reasons.
Card Sign-Ups do not directly measure cardholder activity, as not all approved applicants activate or use their cards. In addition, because Card Sign-Ups include approved accounts regardless of subsequent account status, Card Sign-Ups may be subject to overstatement. Accordingly, growth in Card Sign-Ups should be evaluated together with other metrics to provide a comprehensive view of card program performance. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”
Trading Volume
We define Trading Volume as the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement. Trading Volume represents the product of the quantity of assets transacted and the trade price at the time the transaction was executed. As trading activity directly impacts transaction revenue, we believe this measure is a reflection of liquidity of our order book and the underlying growth of the cryptoeconomy.
Generally, Trading Volume on our platform is primarily influenced by the price of crypto assets, crypto asset volatility, and macroeconomic conditions. In periods of high crypto asset prices and crypto asset volatility, we have experienced correspondingly high levels of Trading Volume on our platform. We expect that our Trading Volume in future periods will depend on the relative availability and adoption of bitcoin, ether, XRP, and other crypto assets.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Trading Volume (in billions):
Retail $ 0.7 $ 1.5 $ 2.0 $ 3.3
Institutional 3.1 9.8 8.1 21.5
Total $ 3.8 $ 11.3 $ 10.1 $ 24.8
Trading Volume by Crypto Asset (in billions):
Bitcoin $ 2.0 $ 5.7 $ 5.3 $ 13.7
Ether 0.5 3.1 1.8 6.0
XRP 0.2 0.7 0.5 1.3
Other crypto assets 1.1 1.8 2.5 3.8
Total $ 3.8 $ 11.3 $ 10.1 $ 24.8
Exchange Revenue by Crypto Asset (in millions):
Bitcoin $ 7 $ 11 $ 16 $ 21
Ether 2 3 5 6
XRP 1 2 2 5
Other crypto assets 3 4 7 12
Total $ 13 $ 20 $ 30 $ 44
During the three and six months ended June 30, 2026 and 2025, no asset other than bitcoin and ether individually represented more than 10% of our Trading Volume. During the three and six months ended June 30,
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2026, no asset other than bitcoin and ether individually represented more than 10% of our exchange revenue. During the three and six months ended June 30, 2025, no asset other than bitcoin, ether, and XRP individually represented more than 10% of our exchange revenue.
Assets on Platform
Assets on Platform represents the total value of assets held on our platform and includes digital assets in custody, staking, and exchange products, user custodial fiat, and GUSD reserve assets. We view Assets on Platform as evidence of the trust that users place in our platform. The total value of Assets on Platform is influenced by various factors, including interest rates, asset prices, and the quantity and type of digital assets that users store or trade. We monetize Assets on Platform by offering custody, staking, and exchange products that generate fees based on user activity. We generally expect any growth of Assets on Platform to correlate with engagement with our products, driving transaction and services revenue for our business.
Fluctuations in crypto asset prices and changes in the quantity or types of assets held can cause Assets on Platform to rise or fall over a given period. For instance, the total quantity of assets (in crypto units or fiat) may increase in a period, but Assets on Platform could decrease if the price of one or more crypto assets drops in that period. Conversely, Assets on Platform may grow even if the quantity of assets decreases in a period, provided rising crypto prices offset that decline. Because Assets on Platform depends on multiple market-driven variables, it naturally fluctuates over time.
Historically, we have derived a material portion of our Assets on Platform from the storage of bitcoin and ether. As of June 30, 2026, bitcoin, ether, and other crypto assets represented 65.5%, 15.5%, and 14.3% of Assets on Platform, respectively, and customer custodial fiat assets represented 4.8% of Assets on Platform. As of June 30, 2025, bitcoin, ether, and other crypto assets represented 74.7%, 14.3%, and 8.2% of Assets on Platform, respectively, and customer custodial fiat assets represented 2.7% of Assets on Platform.
June 30,
2026 2025
Assets on Platform (in billions):
Bitcoin $ 5.5 $ 13.6
Ether 1.3 2.6
Other crypto assets 1.2 1.5
Customer custodial fiat assets 0.4 0.5
Total $ 8.4 $ 18.2
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss), adjusted to exclude provision for (benefit from) income taxes, interest expense, depreciation and amortization, stock-based compensation expense, impairment, restructuring charges, non-recurring legal contingencies, settlement and related costs, change in fair value on related party convertible notes, change in fair value on related party loans, gain on conversion of convertible notes and term loans, and unrealized foreign exchange loss (gain).
Management believes that Adjusted EBITDA, which is a measure not presented in accordance with GAAP, provides investors with additional useful information in evaluating our performance. We use this non-GAAP measure internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results and that this measure is useful for period-to-period comparisons of results. Management also believes that providing this non-GAAP measure helps investors evaluate the Company’s operating performance,
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profitability and business trends in a way that is consistent with how management evaluates such matters. Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently 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. In addition, on February 5, 2026, the Company announced its plans to wind down operations in the United Kingdom, European Union, other European jurisdictions, and Australia. As such, beginning with the quarter ended March 31, 2026, Adjusted EBITDA also excludes related restructuring charges, which primarily relate to workforce reductions, lease exit costs, and other actions taken to streamline our operations and that we believe are unusual in nature and/or infrequent in occurrence and are not indicative of our ongoing operating activities.
Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other non-GAAP measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as a tool for comparison. A reconciliation of Adjusted EBITDA is provided below to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. 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.
The following table represents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
($ in thousands) 2026 2025 2026 2025
Net income (loss) $ (107,724) $ (133,212) $ (216,702) $ (282,476)
Adjusted to exclude the following:
Provision for (benefit from) income taxes 22 76 43 (4,936)
Interest expense 7,076 19,611 14,674 36,736
Depreciation and amortization 7,298 7,662 14,780 15,517
Stock-based compensation expense 20,304 1,753 44,482 3,208
Restructuring charges(1) — — 7,866 —
Non-recurring legal contingencies, settlements, and related costs — 3,848 424 6,428
Change in fair value on related party convertible notes — 9,424 — 17,611
Change in fair value on related party loans — 38,773 — 94,320
Unrealized foreign exchange loss (gain) (1,010) 190 474 137
Adjusted EBITDA $ (74,034) $ (51,875) $ (133,959) $ (113,455)
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(1) Includes impairment charges in connection with the Restructuring of $1.3 million.
Key Factors Affecting Our Performance
The key factors affecting our results of operations and financial performance are as follows:
Market Cycles and Crypto Asset Prices
Transaction revenue represents the majority of our revenue today, and depends on the volume of crypto asset transactions on our platform as well as the value of such transactions. Periods of rising crypto asset prices may
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stimulate heightened transaction activity and user onboarding on our platform, while decreasing crypto asset prices may reduce such activities in any given period. As a result, the supply and demand for crypto assets and cyclicality in the crypto market may favorably or unfavorably impact our MTUs and revenue.
We also earn custodial fee revenue based on a percentage of the daily value of assets under our custody, and staking revenue denominated in crypto assets, each of which are subject to fluctuation based on price volatility of crypto assets and market conditions.
Adoption of Crypto Assets
Our future growth and operating results are dependent on our continued ability to add users, expand the breadth of crypto assets on our platform, and launch innovative products, each of which are dependent on the continued adoption of crypto assets by market participants. Historically, the increase in total market capitalization of crypto assets has been positively correlated with crypto asset adoption. While we believe the total market capitalization of crypto assets will increase over time, creating opportunities for us to increase our user base, product offerings and transactional activity on our platform, historical trends are not indicative of future adoption, and it is possible that the adoption of crypto assets and blockchain technology may slow or never occur on a broad scale, which would negatively impact our business and operating results.
User Acquisition and Retention
Our future growth is dependent on our ability to continue to attract and retain users. We seek to retain and grow our user base through offering competitive transaction fees, seamless user experience, robust security, diverse asset and product offerings, and marketing campaigns. We also focus on increasing users and engagement across our platform by cross-selling additional products and services we provide, such as prediction markets, staking or the Gemini Credit Card. We expect to continue investing in sales and marketing initiatives to support user acquisition and engagement, however the level and mix of such investments may vary over time based on market conditions, strategic priorities, and the effectiveness of our marketing strategies. As a result, our sales and marketing expenses may increase in absolute dollars in certain periods. In any period, our revenues may fluctuate based on the level of marketing investments and our ability to attract and retain users.
Launching Innovative Products
We intend to continue emphasizing product innovation as a key driver of user engagement. We are executing on a comprehensive product roadmap that anticipates evolving user needs while capitalizing on emerging opportunities in the cryptoeconomy. Central to this initiative is the development of enhanced user engagement tools, particularly our secure wallet solution, which serves as a gateway for users to safely access and participate in the growing onchain ecosystem. We believe that continued investment in product innovation will be central to expanding our user base and future revenue. Implementing new products may increase our costs over the short and medium term as these products reach scale and are adopted by new and existing users.
Competitive Landscape
Our operating results depend on our ability to manage competitive pressures in a rapidly evolving crypto industry. We expect competition across our products and services to further intensify in the future as existing and new competitors introduce new products and services or enhance their value propositions for customers. As the industry matures, fee pressures may emerge over time. We intend to continue innovating to drive new products and services while delivering a premier user experience and maintaining our position as a trusted brand in the crypto space to offset the effects of these competitive pressures. If we are unable to capture value through our strategies, or
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if these competitive pressures emerge more rapidly than we anticipate, our operating results may be adversely affected.
Regulatory Environment
Our business is subject to oversight by numerous regulatory agencies in the United States and other jurisdictions, and our operating results and continued growth depend in part on our ability to continue to operate in compliance with applicable laws and regulation, as the regulatory environment develops over time. We maintain dedicated finance, legal, compliance, and security functions and continue to allocate resources in order to remain at the forefront of crypto policy initiatives and regulatory trends. We may experience fluctuations in our operating results as a result of regulatory changes or actions that could limit our ability to support new blockchains and crypto assets, onboard users, and offer our products and services across jurisdictions.
Expanding Assets and Markets
Our future growth depends in part on our ability to expand the breadth of crypto assets and markets available on our platform. We are actively enhancing our token offerings for both trading and custody services and supporting emerging blockchain protocol features, such as expanding staking capabilities to provide additional yield opportunities for our users. The December 2025 launch of Gemini Predictions™ marked our expansion beyond crypto into event contracts, and in July 2026, we began to offer U.S. equities to certain U.S. customers in U.S. states where we are licensed to do so. We continue to evaluate opportunities to offer additional markets, including tokenized securities, and other derivatives, subject to regulatory approval and market demand. We expect to continue to incur costs in expanding supported assets and markets with the objective of diversifying our revenue streams, capturing increased trading volume and transaction revenue, and deepening user engagement.
Strategic Acquisitions, Investments, and Partnerships
Our future growth depends in part on our ability to successfully identify acquisition, investment, and partnership opportunities. We have in the past made acquisitions to bring new capabilities to our platform and will continue to explore new acquisition and partnership opportunities that we believe are complementary to our platform. Through our strategic venture arm, Gemini Frontier Fund, we expect to continue to evaluate investment opportunities in early-stage crypto projects and startups. We will also continue to explore and enter into strategic partnerships with various companies to scale our business, including, but not limited to, partnerships to increase traffic to our platform, our various products, and banking and payment processor partnerships, such as our existing partnership with Mastercard. Over the long term, we expect these partnerships can help drive an increase in our MTUs and diversify our revenue streams. Any such acquisition, investment or partnership opportunities may add additional costs during the evaluation or transitional phase before any benefits are fully captured or may otherwise affect our operating results in a given period.
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Results of Operations
The following table presents the components of our Condensed Consolidated Statements of Operations data in dollars and as a percentage of total revenue:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue
Revenue:
Net revenue(1) $ 43,704 96 % $ 32,797 99 % $ 92,282 96 % $ 67,914 99 %
Other revenue 1,771 4 % 492 1 % 3,465 4 % 697 1 %
Total revenue 45,475 100 % 33,289 100 % 95,747 100 % 68,611 100 %
Operating expenses:
Salaries and compensation 48,223 106 % 36,829 111 % 113,651 119 % 71,101 104 %
Technology(2) 18,758 41 % 17,799 53 % 40,848 43 % 34,473 50 %
General and administrative(3) 20,585 45 % 19,248 58 % 42,265 44 % 33,247 48 %
Transaction losses 20,147 44 % 3,553 11 % 31,237 33 % 7,683 11 %
Sales and marketing 8,818 19 % 16,122 48 % 27,889 29 % 25,158 37 %
Transaction processing 5,885 13 % 5,173 16 % 10,986 11 % 10,411 15 %
Total operating expenses 122,416 269 % 98,724 297 % 266,876 279 % 182,073 265 %
Operating loss (76,941) (169) % (65,435) (197) % (171,129) (179) % (113,462) (165) %
Other income (expense):
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged (60,720) (134) % 166,784 501 % (161,697) (169) % 37,855 55 %
Realized and unrealized gain (loss) on related party crypto loans 35,671 78 % (161,049) (484) % 125,753 131 % (62,048) (90) %
Change in fair value on related party convertible notes — — % (9,424) (28) % — — % (17,611) (26) %
Change in fair value on related party loans — — % (38,773) (116) % — — % (94,320) (137) %
Interest expense on related party loans (2,714) (6) % (16,346) (49) % (6,025) (6) % (30,243) (44) %
Interest expense on third party loans (1,809) (4) % (3,265) (10) % (3,601) (4) % (6,493) (9) %
Interest expense on funding debt (2,553) (6) % — — % (5,048) (5) % — — %
Other income (expense), net 1,364 3 % (5,628) (17) % 5,088 5 % (1,090) (2) %
Total other income (expense), net (30,761) (68) % (67,701) (203) % (45,530) (48) % (173,950) (254) %
Net loss before income taxes (107,702) (237) % (133,136) (400) % (216,659) (226) % (287,412) (419) %
Income tax benefit (provision) (22) — % (76) — % (43) — % 4,936 7 %
Net loss $ (107,724) (237) % $ (133,212) (400) % $ (216,702) (226) % $ (282,476) (412) %
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(1) Net revenue includes related party amounts of $0.4 million and $0.7 million for the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.2 million for the three and six months ended June 30, 2025, respectively, as outlined in Note 21. Related Party Transactions.
(2) Technology expenses include related party amounts of $0 for the three and six months ended June 30, 2026, and $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively, as outlined in Note 21. Related Party Transactions.
(3) General and administrative expenses include related party amounts of $0 and $0.4 million for the three and six months ended June 30, 2026, respectively, and $0.1 million for the three and six months ended June 30, 2025, as outlined in Note 21. Related Party Transactions.
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Comparison of Components of Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
Revenue
Transaction Revenue
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Transaction revenue
Exchange $ 12,497 $ 20,233 $ (7,736) (38) % $ 29,669 $ 43,771 $ (14,102) (32) %
OTC 4,709 611 4,098 671 % 11,034 740 10,294 1391 %
Prediction markets revenue 524 — 524 nm 968 — 968 nm
Other transaction revenue 21 2 19 950 % 44 463 (419) (90) %
Total transaction revenue $ 17,751 $ 20,846 $ (3,095) (15) % $ 41,715 $ 44,974 $ (3,259) (7) %
Exchange revenue decreased by $7.7 million, or 38%, and $14.1 million, or 32%, for the three and six months ended June 30, 2026, respectively, primarily due to decreases in retail revenue of $7.9 million (42%) and $15.6 million (38%), partially offset by increases in institutional revenue of $0.2 million and $1.5 million, for the three and six months ended June 30, 2026, respectively.
Retail revenue declined primarily as a result of lower retail trading volumes reflecting softer crypto market conditions. Retail revenue decreased 53.3% and 39.4% for the three and six months ended June 30, 2026, respectively, reducing revenue by approximately $10.1 million and $16.3 million. Retail revenue was also negatively impacted by lower withdrawal fee revenue of approximately $0.3 million and $0.6 million, respectively. These decreases were partially offset by fee optimization initiatives and improved take rates, which increased revenue by approximately $2.4 million and $1.3 million for the three and six month periods, respectively.
Institutional revenue increased primarily due to improved take rates and lower market maker incentive credits, which more than offset the impact of lower institutional trading volumes.
OTC revenue increased by $4.1 million, or 671%, and $10.3 million, or 1391% for the three and six months ended June 30, 2026, respectively, primarily driven by higher institutional client activity, including several large-value, client-driven transactions executed during the period. The increase was further supported by continued expansion in the Company's electronic OTC (eOTC) platform, including expansion of its API client base and increased engagement from existing institutional counterparties. Because OTC trading activity is largely driven by client demand and transaction size, these revenue levels may not be indicative of future periods.
Prediction markets revenue increased due to the launch of Gemini Predictions in December 2025, which introduced a new source of revenue with no comparable revenue in the prior-year periods. Prediction markets contributed approximately $0.5 million and $1.0 million of revenue for the three and six months ended June 30, 2026, respectively.
Other transaction revenue remained immaterial for the periods presented. The category primarily reflects residual activity from our legacy NFT business following the January 2026 decision to discontinue NFT operations amid continued market weakness. Period-over-period fluctuations reflect the ongoing wind-down of these activities and are not considered meaningful.
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Services Revenue
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Services revenue
Credit card revenue $ 16,178 $ 4,882 $ 11,296 231 % $ 30,878 $ 8,630 $ 22,248 258 %
Staking revenue 4,026 2,690 1,336 50 % 6,163 5,796 367 6 %
Advisory fee revenue 2,709 — 2,709 nm 5,419 — 5,419 nm
Custodial fee revenue 618 1,878 (1,260) (67) % 2,486 3,740 (1,254) (34) %
Other services revenue — — — nm 400 — 400 nm
Total services revenue $ 23,531 $ 9,450 $ 14,081 149 % $ 45,346 $ 18,166 $ 27,180 150 %
Credit card revenue increased by $11.3 million, or 231%, and $22.2 million, or 258%, for the three and six months ended June 30, 2026, respectively, primarily driven by the expansion of the Gemini Credit Card program, including user base growth and increased cardholder activity, which contributed to higher transaction volumes and revenue. The year-over-year increase also reflects the lower revenue base during the comparable 2025 periods as the program continued to scale.
Staking revenue increased by $1.3 million, or 50%, and $0.4 million, or 6%, for the three and six months ended June 30, 2026, respectively. The increase for the three-month period was driven by one-time revenue recognized following the implementation of a new staking platform including building out our in-house validator capabilities, as well as the launch of Monad (“MON”) staking in the fourth quarter of 2025. The increase for the six-month period primarily reflects the launch of MON, partially offset by lower staked asset balances and declines in crypto asset prices across supported staking tokens.
Advisory fee revenue for the three and six months ended June 30, 2026, increased due to an advisory services agreement with a strategic customer introduced in the third quarter of 2025. Under this arrangement, we provide advisory services and receive warrants as consideration. Revenue is recognized over time as services are being provided based on the fair value of the warrants at grant date. This arrangement contributed approximately $2.7 million and $5.4 million of revenue for the three and six months ended June 30, 2026, respectively.
Custodial fee revenue decreased $1.3 million, or 67%, and $1.3 million, or 34%, for the three and six months ended June 30, 2026, respectively, due to declining crypto asset prices during the period and net customer asset outflows, which reduced the value of assets under custody, and consequently, custodial fee revenue.
Other services revenue for the six months ended June 30, 2026 increased $0.4 million due to the introduction of new onchain offerings, including integrations and token listing services in the fourth quarter of 2025.
Other Revenue
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Other revenue
Other $ 51 $ 105 $ (54) (51) % $ 133 $ 190 $ (57) (30) %
Total other revenue $ 51 $ 105 $ (54) (51) % $ 133 $ 190 $ (57) (30) %
There was no material change in Other revenue for the three and six months ended June 30, 2026.
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Revenue Not from Contracts with Customers
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Revenue not from contracts with customers (1)
Interest income $ 2,422 $ 2,501 $ (79) (3) % $ 5,221 $ 4,774 $ 447 9 %
Corporate interest 1,720 387 1,333 344 % 3,332 507 2,825 557 %
Total revenue not from contracts with customers $ 4,142 $ 2,888 $ 1,254 43 % $ 8,553 $ 5,281 $ 3,272 62 %
__________________
(1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606. Interest income is included within Net revenue and Corporate interest is included within Other revenue, respectively, on the condensed consolidated statements of operations and comprehensive loss included in our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
There was no material change in Interest income for the three and six months ended June 30, 2026.
Corporate interest increased by $1.3 million, or 344%, and $2.8 million, or 557%, for the three and six months ended June 30, 2026, respectively, primarily driven by higher interest earned on operating accounts as a result of higher average cash balances throughout the year.
Operating Expenses
Salaries and compensation
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Salaries and compensation
Employee compensation, benefits and personnel-related costs, excluding stock-based compensation and restructuring $ 27,919 $ 35,076 $ (7,157) (20) % $ 62,685 $ 67,893 $ (5,208) (8) %
Severance restructuring charges — — — — % 6,484 — 6,484 nm
Stock-based compensation 20,304 1,753 18,551 1,058 % 44,482 3,208 41,274 1,287 %
Total salaries and compensation $ 48,223 $ 36,829 $ 11,394 31 % $ 113,651 $ 71,101 $ 42,550 60 %
Salaries and compensation expenses increased by $11.4 million, or 31%, and $42.6 million, or 60%, for the three and six months ended June 30, 2026, respectively, primarily driven by a $18.6 million and $41.3 million increase in stock-based compensation related to equity awards issued in connection with the IPO. Stock-based compensation for the six months ended June 30, 2026 was partially reduced by approximately $7.1 million of forfeitures associated with the February 2026 reduction in force, net of accelerated expense recognized for certain executives.
Severance costs increased by $6.5 million for the six months ended June 30, 2026, primarily in connection with the February 2026 reduction in force affecting approximately 200 employees, including certain officers and directors.
Employee compensation, excluding stock-based compensation and severance, decreased by $7.2 million, or 20%, and $5.2 million, or 8% for the three and six months ended June 30, 2026, respectively. The decrease is primarily due to a $10.0 million and $9.4 million decrease in employee compensation and payroll taxes reflecting
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the impact of the reduction in force announced in February 2026. This was partially offset by $2.8 million and $4.2 million of higher bonuses associated with increased institutional sales activity.
Technology expenses
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Technology
Cloud computing and infrastructure services $ 11,641 $ 10,323 $ 1,318 13 % $ 26,474 $ 18,937 $ 7,537 40 %
Amortization and impairment 6,784 7,241 (457) (6) % 13,740 14,575 (835) (6) %
Equipment and other 333 235 98 42 % 634 961 (327) (34) %
Total technology $ 18,758 $ 17,799 $ 959 5 % $ 40,848 $ 34,473 $ 6,375 18 %
Technology expenses increased by $1.0 million, or 5%, and $6.4 million, or 18%, for the three and six months ended June 30, 2026, respectively, primarily due to higher cloud computing and infrastructure costs of $1.3 million and $7.5 million, respectively, supporting the Company's expanding product offerings, including the growth of the credit card platform and other strategic initiatives. These increases were partially offset by a $0.4 million and $1.2 million decrease in equipment-related costs and amortization expense and impairment for the three and six months ended June 30, 2026, respectively, reflecting the full amortization of certain capitalized technology assets in prior periods.
General and administrative expenses
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
General and administrative
Professional services $ 4,918 $ 8,236 $ (3,318) (40) % $ 13,695 $ 14,380 $ (685) (5) %
Legal expenses 8,022 3,848 4,174 108 % 15,747 6,428 9,319 145 %
Real estate related expenses 2,287 1,594 693 43 % 4,243 2,790 1,453 52 %
Credit card issuance 1,041 1,078 (37) (3) % 2,458 1,731 727 42 %
Depreciation, amortization and impairment 185 906 (721) (80) % 2,050 1,620 430 27 %
Other corporate overhead 4,132 3,586 546 15 % 4,072 6,298 (2,226) (35) %
Total general and administrative $ 20,585 $ 19,248 $ 1,337 7 % $ 42,265 $ 33,247 $ 9,018 27 %
General and administrative expenses increased by $1.3 million, or 7%, and $9.0 million, or 27%, for the three and six months ended June 30, 2026, respectively, primarily due to higher legal expenses of $4.2 million and $9.3 million associated with a higher level of legal and regulatory activity, including support for strategic initiatives and other corporate matters. These increases were partially offset by lower professional services expense of $3.3 million and $0.7 million, respectively, reflecting lower audit, accounting, and consulting expenses following the completion of the IPO and related readiness activities.
Other changes included higher real estate related expenses of $0.7 million and $1.5 million, respectively, from new lease arrangements, and a $0.7 million increase in credit card issuance costs for the six months ended June 30, 2026 from the production and distribution of physical cards.
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General and administrative expenses also benefited from lower discretionary corporate spending, including reduced travel and entertainment expenses reflecting lower headcount, ongoing cost optimization initiatives, and elevated IPO roadshow-related travel incurred in the prior-year period.
Transaction losses
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Transaction losses
Provision for expected credit losses (credit cards)(1) $ 16,062 $ 1,704 $ 14,358 843 % $ 20,622 $ 4,231 $ 16,391 387 %
Credit card fraud reserve — — — % 4,083 — 4,083 nm
ACH and other transaction losses 4,085 1,849 2,236 121 % 6,532 3,452 3,080 89 %
Total transaction losses $ 20,147 $ 3,553 $ 16,594 467 % $ 31,237 $ 7,683 $ 23,554 307 %
__________________
(1) Amounts represent provision for expected credit losses on credit card receivables and credit card receivables pledged.
Transaction losses increased by $16.6 million, or 467%, and $23.6 million, or 307%, for the three and six months ended June 30, 2026, respectively, primarily driven by higher provision for expected credit losses on credit card receivables, which increased by $14.4 million and $16.4 million, respectively. Compared to the prior-year periods, the higher provision reflects the significant growth and continued maturation of the credit card portfolio as well as higher expected credit losses, including those associated with a fraud-related cohort identified during the first quarter of 2026. During the three months ended June 30, 2026, the affected accounts continued to mature through the delinquency cycle and management's investigation identified additional fraud patterns and affected accounts associated with the same earlier-identified fraud cohort, resulting in updated estimates of expected credit losses reflected in the June 30, 2026 allowance. For the six months ended June 30, 2026, transaction losses also included a $4.1 million discrete fraud reserve recognized during the first quarter of 2026 in response to the initial fraud event.
Further contributing to the increase was a $2.2 million and $3.1 million rise in other transaction losses, primarily reflecting discrete operational loss events, including staking-related reconciliation losses and write-offs of aged staking receivables.
Sales and marketing
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Sales and marketing
Marketing acquisition and brand spend $ 63 $ 9,522 $ (9,459) (99) % $ 7,711 $ 14,262 $ (6,551) (46) %
Credit card rewards 8,168 2,855 5,313 186 % 16,591 5,100 11,491 225 %
Marketing promotional and referral incentives 543 3,672 (3,129) (85) % 3,507 5,642 (2,135) (38) %
Other sales and marketing 44 73 (29) (40) % 80 154 (74) (48) %
Total sales and marketing $ 8,818 $ 16,122 $ (7,304) (45) % $ 27,889 $ 25,158 $ 2,731 11 %
Sales and marketing expenses decreased by $7.3 million, or 45%, and increased by $2.7 million, or 11%, for the three and six months ended June 30, 2026, respectively. Marketing acquisition, brand, promotional, and referral spending decreased by $12.6 million and $8.8 million as part of the Company's ongoing cost optimization initiatives. These decreases were partially offset by increases in credit card rewards of $5.3 million and $11.5 million, respectively, reflecting growth in the credit card user base and higher cardholder spending activity. As a
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result, while sales and marketing expense declined during the three-month period, the year-to-date increase reflects higher credit card rewards expense more than offsetting reductions in discretionary marketing spend.
Transaction processing
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Transaction processing
Staking rewards $ 2,906 $ 2,279 $ 627 28 % $ 4,260 $ 4,888 $ (628) (13) %
Banking and compliance fees 1,958 2,661 (703) (26) % 4,609 5,073 (464) (9) %
Processing fees 959 125 834 667 % 2,005 192 1,813 944 %
Minting and mining 62 108 (46) (43) % 112 258 (146) (57) %
Total transaction processing $ 5,885 $ 5,173 $ 712 14 % $ 10,986 $ 10,411 $ 575 6 %
Transaction processing expenses increased by $0.7 million, or 14%, and $0.6 million, or 6%, for the three and six months ended June 30, 2026, respectively. The increase was primarily driven by higher processing fees of $0.8 million and $1.8 million, respectively, associated with newly introduced and expanded products, including clearing fees and market maker fees related to Gemini Predictions. These increases were partially offset by decreases in banking and compliance service fees of $0.7 million and $0.5 million, respectively, as well as lower minting and mining-related fees, reflecting lower average blockchain network gas prices.
Transaction processing expenses also reflect changes in staking rewards, which increased by $0.6 million for the three months ended June 30, 2026, and decreased by $0.6 million for the six months ended June 30, 2026, primarily due to changes in staking activity and asset prices.
Other Income (Expense)
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged $ (60,720) $ 166,784 $ (227,504) (136) % $ (161,697) $ 37,855 $ (199,552) (527) %
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged changed from a net gain in the prior-year periods to a net loss in the current-year periods. The change was primarily driven by realized losses recognized upon the repayment of bitcoin-denominated loan obligations, which required the return of borrowed crypto assets that had appreciated in value. The change also reflects approximately $22.1 million of realized and unrealized losses on bitcoin received as consideration in the May 2026 private placement as bitcoin prices declined following issuance.
Realized and unrealized gain (loss) on related party crypto loans
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Three Months Ended June 30, Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Realized and unrealized gain (loss) on related party crypto loans $ 35,671 $ (161,049) $ 196,720 (122) % $ 125,753 $ (62,048) $ 187,801 (303) %
Realized and unrealized gain (loss) on related party crypto loans changed from a net loss in the prior-year periods to a net gain in the current-year periods. The increase was primarily driven by realized gains recognized upon the repayment of related-party crypto asset loans during the three months ended June 30, 2026, and higher unrealized gains resulting from declines in the market price of bitcoin during the six months ended June 30, 2026.
Change in fair value on related party convertible notes and related party loans
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Change in fair value on related party convertible notes $ — $ (9,424) $ 9,424 (100) % $ — $ (17,611) $ 17,611 nm
Change in fair value on related party loans $ — $ (38,773) $ 38,773 (100) % $ — $ (94,320) $ 94,320 nm
Change in fair value on related party convertible notes and related party loans for the three and six months ended June 30, 2025, respectively, represents the periodic remeasurement of these instruments at fair value. Upon IPO, these instruments were converted into equity, resulting in no further impact from fair value remeasurement in the current-year periods.
Interest expense on related party loans
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Interest expense on related party loans $ (2,714) $ (16,346) $ 13,632 (83) % $ (6,025) $ (30,243) $ 24,218 (80) %
Interest expense on related party loans decreased by $13.6 million, or 83%, and $24.2 million, or 80%, for the three and six months ended June 30, 2026, respectively, primarily due to lower average outstanding principal balances following the repayment and reduction of related-party crypto asset borrowings compared with the prior-year periods.
Interest expense on third party loans
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Interest expense on third party loans $ (1,809) $ (3,265) $ 1,456 (45) % $ (3,601) $ (6,493) $ 2,892 (45) %
Interest expense on third party loans decreased by $1.5 million, or 45%, and $2.9 million, or 45%, for the three and six months ended June 30, 2026, respectively, primarily due to lower interest rate and outstanding principal balance under the NYDIG MRA (as defined below), which incurred $1.8 million and $3.6 million of interest expense for the three and six months ended June 30, 2026, respectively, as compared to the Company's
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legacy financing agreements with Galaxy, which incurred $3.2 million and $6.5 million of interest expense for the three and six months ended June 30, 2025, respectively, and were repaid in full during the fourth quarter of 2025.
Interest expense on funding debt
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Interest expense on funding debt $ (2,553) $ — $ (2,553) nm $ (5,048) $ — $ (5,048) nm
Interest expense on funding debt for the three and six months ended June 30, 2026 represents interest on the Ripple Credit Agreement (as defined below), a funding arrangement entered into in July 2025 to finance our credit card receivables. There was no comparable interest expense in the prior year.
Other income (expense), net
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands, except for %) 2026 2025 $ % 2026 2025 $ %
Other income (expense), net
Market-driven valuation changes $ 589 $ (5,807) $ 6,396 (110) % $ 1,816 $ (3,128) $ 4,944 (158) %
Other 775 179 596 333 % 3,272 2,038 1,234 61 %
Total other income (expense), net $ 1,364 $ (5,628) $ 6,992 (124) % $ 5,088 $ (1,090) $ 6,178 (567) %
Market-driven valuation changes, including unrealized foreign currency translation gains and losses, gains and losses on derivatives, and changes in the fair value of strategic investments and warrants, resulted in a $0.6 million and $1.8 million gain in the three and six months ended June 30, 2026, compared to a $5.8 million and $3.1 million loss in the same periods prior year. Other increased primarily due to the extinguishment of certain phantom unit liabilities during the six-month period. The remaining change reflects normal period-to-period variability in other operating-related items.
Income Tax Benefit (Provision)
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ in thousands) 2026 2025 $ % 2026 2025 $ %
Income tax benefit (provision) $ (22) $ (76) $ 54 (71) % $ (43) $ 4,936 $ (4,979) (101) %
Income tax provision was $22 thousand and $43 thousand for the three and six months ended June 30, 2026, compared to an income tax provision of $0.1 million and income tax benefit of $4.9 million for the three and six months ended June 30, 2025. The change was primarily attributed to an adjustment to the valuation allowance on our deferred tax balances.
Liquidity and Capital Resources
Since our inception, we have historically financed our operations primarily with cash flow from operating activities, proceeds from the private sale of equity securities, related party indebtedness from Winklevoss Capital Fund denominated in bitcoin, ether, or U.S. dollars, and loan agreements with unrelated third parties. We utilize crypto assets, specifically bitcoin, as a treasury asset and given our belief that bitcoin is a better store of value and hedge against inflation than fiat, we have generally sought to incur borrowing costs in U.S. dollars rather than sell bitcoin.
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As of June 30, 2026 and December 31, 2025, we had (i) cash and cash equivalents of $188.6 million and $252.2 million, respectively, which consisted primarily of cash and highly liquid investments with an original maturity of three months or less when purchased; (ii) restricted cash and cash equivalents of $103.5 million and $115.3 million, respectively, which consisted primarily of cash deposited into money market funds and restricted cash deposits held at financial institutions as part of our capital reserve requirements and as collateral associated with our banking partnerships and surety bonds; and (iii) customer custodial funds of $454.7 million and $527.4 million, respectively, which consisted of restricted cash and cash equivalents maintained in segregated bank accounts that are held for the exclusive benefit of users. We restrict the use of the assets underlying the customer custodial funds to meet regulatory requirements and classify the assets as current based on their purpose and availability to fulfill our direct obligation under custodial funds due to users.
Additionally, Crypto assets held on our condensed consolidated balance sheets represent corporate assets that are used as part of the ordinary course of business. We use crypto assets primarily to support our core operations, facilitate the efficiency of the exchange, and as a reserve to satisfy regulatory requirements for certain subsidiaries. Uses to support core operations include receiving crypto assets as a form of payment for Transaction revenue and Services revenue. Crypto assets received as a form of payment are converted to cash or used to fulfill operating expenses, including crypto rewards. Certain crypto assets are designated to satisfy regulatory capital or reserve requirements imposed by certain jurisdictions and regulators. These assets are subject to operational and regulatory restrictions that limit their use in day-to-day business operations. Applicable regulatory frameworks require us to maintain a minimum level of assets to meet ongoing licensing and regulatory obligations and prohibit the lending, pledging, rehypothecation and encumbrance of such assets, but do not prohibit the sale thereof. As of June 30, 2026 and December 31, 2025, we held approximately $56.8 million and $237.1 million, respectively, in crypto assets for regulatory requirements.
On May 14, 2026, we completed a $100.0 million private placement of Class A common stock with WCF, with consideration paid in bitcoin (the "Private Placement"). Because the proceeds were received in bitcoin rather than cash, their value is subject to changes in the market price of bitcoin. During the period, we liquidated a portion of the bitcoin received to fund operating activities and strategic initiatives. As of June 30, 2026, we held approximately 988 bitcoin received in connection with the Private Placement, with an aggregate fair value of approximately $57.9 million. For additional information regarding the Private Placement, refer to our Current Report on Form 8-K, filed with the SEC on May 14, 2026.
We believe our existing cash and cash equivalents, together with available borrowing capacity under our financing arrangements, the proceeds from the Private Placement, which increased our available liquidity, and the anticipated cost savings and operating efficiencies resulting from our strategic initiatives, including related to the Restructuring, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. We continue to actively manage our capital structure and evaluate additional financing opportunities that may enhance liquidity, support strategic initiatives, and provide additional financial flexibility. Our future capital requirements will depend on many factors, including, but not limited to, continued market acceptance of crypto assets and blockchain technology, our ability to attract and retain users on our platform, the continuing market acceptance of our products and services, and overall economic conditions. See Part II, Item 1A. “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for covenants that would restrict our operations. In the event that additional financing is required from outside sources, there is a possibility we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.
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Indebtedness and Other Funding Arrangements
Lending Agreements
We have historically entered into lending agreements with WCF to borrow ether and bitcoin at loan fees between 4% and 8% per annum. As of June 30, 2026, loans in respect of 0 ether and 4,419 bitcoin remained outstanding under these agreements. The purpose of these lending agreements includes meeting capital reserve requirements of regulators as well as satisfying collateral obligations under agreements with unrelated third parties. These lending agreements with WCF do not contain affirmative or negative covenants and are prepayable at our option, with no fixed maturity date. However, WCF may require repayment at any time upon written notice.
On June 30, 2026, the 2,097 bitcoin we had previously borrowed from WCF and was pledged as collateral under the NYDIG MRA (as defined below) was released to us in connection with the repayment and termination of that agreement. We subsequently repaid the bitcoin to WCF. On June 30, 2026, in connection with an open lending transaction under our existing Galaxy MLA (as defined below), we borrowed an additional 2,825 bitcoin from WCF, of which 1,975 bitcoin was pledged as collateral and the remaining 850 bitcoin was held as margin reserve to support potential future collateral requirements. For more information, see Note 14. Related Party Loans and Convertible Notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Ripple Credit Agreement
In July 2025, we entered into a credit agreement with Ripple Labs Inc. (“Ripple”), an unrelated third party (the “Ripple Credit Agreement”). The Ripple Credit Agreement permits us to make lending requests, from time to time, of no less than $5.0 million each, up to an aggregate commitment amount of $75.0 million (the “Initial Commitment”), which may be increased or decreased, from time to time, subject to the attainment of certain agreed upon metrics, provided that the aggregate commitment amount does not exceed $150.0 million, prior to amendment. Once the Initial Commitment is exceeded, lending requests may be made in the form of USD-denominated Ripple Stablecoin (“RLUSD”), upon our request and Ripple’s consent. All lending requests under the Ripple Credit Agreement must be secured by collateral, bear an interest rate per annum of 6.5% and must be repaid in U.S. dollars.
In December 2025, we entered into an amendment to the Ripple Credit Agreement that temporarily increased the aggregate commitment to $250.0 million through July 1, 2026, increased the interest rate to 7.0%, and imposed additional collateral and operating covenants, including requirements related to holdings and activity levels of RLUSD. The amendment provided that if the outstanding balance had not been reduced to $150.0 million or less by July 2, 2026, the interest rate would increase to 10.0% and the enhanced collateral and covenant requirements would remain in effect until such reduction occurred. As of June 30, 2026, the outstanding balance under the credit agreement was below $150.0 million. Accordingly, the step-up to a 10.0% interest rate and the continued application of the enhanced collateral and covenant requirements were not triggered.
As of June 30, 2026, there was a U.S. dollar denominated principal amount of approximately $146.9 million outstanding under the Ripple Credit Agreement and approximately $185.7 million of credit card receivables were pledged as collateral.
NYDIG MRA
In July 2025, we entered into a Master Repurchase Agreement with NYDIG Funding LLC (“NYDIG”), an unrelated third party (such Master Repurchase Agreement, the “NYDIG MRA”). The NYDIG MRA permitted us to sell digital assets to NYDIG and simultaneously agree to repurchase such assets at a later date, contractually defined as June 30, 2026, and at a predetermined price. Each transaction was subject to margin requirements and other customary terms relating to events of default and remedies.
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On June 30, 2026, we repaid all outstanding amounts under the NYDIG MRA, and the agreement was terminated. In connection with the repayment, NYDIG released 2,097 bitcoin pledged as collateral under the NYDIG MRA to us, which we subsequently returned to WCF, from which the bitcoin had originally been borrowed.
Galaxy MLA
In March 2023, we entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC (“Galaxy”), an unrelated third party, that was amended and restated in April 2023 (as amended and restated, the “Galaxy MLA”). The Galaxy Lending Agreement permits us to make lending requests of various types to Galaxy Digital to borrow digital currency or U.S. dollars. Individual lending transactions may be structured as either term or open transactions. Under open transactions, either party may terminate all or a portion of the outstanding borrowing upon notice in accordance with the terms of the applicable lending transaction. All lending requests are subject to providing collateral (defined as a percentage of the value of the borrowed asset) as well as paying borrow fees and late fees. In certain circumstances, if the value of a borrowed asset changes relative to the collateral provided, we may be required to provide additional collateral to Galaxy Digital.
On June 30, 2026, we entered into an open lending transaction with Galaxy to borrow $75.0 million at an annual borrow fee of 7.5% per annum. The borrowing is collateralized by bitcoin. As of June 30, 2026, $75.0 million was outstanding under the Galaxy MLA. The proceeds from the borrowing were used to refinance our obligations under the NYDIG MRA, which was repaid and terminated on June 30, 2026.
Cash Flows
The following table presents information regarding our consolidated cash flows for the periods
presented:
Six Months Ended June 30,
($ in thousands) 2026 2025
Net cash used in operating activities $ (105,877) $ (18,528)
Net cash provided by investing activities 38,498 45,623
Net cash used in financing activities (80,628) (76,062)
Net decrease in cash, cash equivalents, restricted cash and cash equivalents $ (148,007) $ (48,967)
Operating Activities
Net cash provided by (used in) operating activities includes net income (loss) adjusted for non-cash expenses and non-cash movements in crypto assets and liabilities, as well as the effect of changes in operating assets and liabilities.
Net cash used in operating activities was $105.9 million for the six months ended June 30, 2026, driven by net loss of $216.7 million and non-cash adjustments of $139.6 million, which primarily consisted of realized and unrealized losses on crypto assets and receivable, crypto assets pledged, stock-based compensation expense, crypto asset payments for expenses, provision for transaction losses, depreciation and amortization, lease expense, impairment, partially offset by realized and unrealized gains on related party crypto loans and derivatives, and crypto assets and warrants received as revenue. Additionally, cash used in operating activities was impacted by a net outflow from changes in operating assets and liabilities of $18.2 million, driven by the timing of cash receipts and payments, and vendor payment terms, and $10.5 million net outflow from purchases and disposals of crypto assets for operations.
Net cash used in operating activities was $18.5 million for the six months ended June 30, 2025, driven by net loss of $282.5 million and non-cash adjustments of $170.9 million, which primarily consisted of changes in fair
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value on related party convertible term loans and related party convertible notes, realized and unrealized losses on related party crypto loans, depreciation and amortization, crypto asset payments for expenses, provision for transaction losses and stock-based compensation, partially offset by realized and unrealized gains on crypto assets and receivable, crypto assets pledged as well as crypto assets received as revenue. Additionally, cash used in operating activities was impacted by a net inflow from changes in operating assets and liabilities of $16.6 million, driven by the timing of cash receipts and payments, and vendor payment terms, and $76.4 million net inflow from purchases and disposals of crypto assets for operations.
Investing Activities
Net cash provided by investing activities was $38.5 million for the six months ended June 30, 2026, primarily driven by $15.1 million in net inflow for the purchases of and repayments on credit card receivables and $25.1 million in proceeds from the sale of crypto assets. This was partially offset by $1.8 million of capitalization of internally developed software costs and purchases of software, property and equipment.
Net cash provided by investing activities was $45.6 million for the six months ended June 30, 2025, primarily driven by $76.5 million in proceeds from the sale of crypto assets. This was partially offset by $28.8 million in net outflow for the purchase of and repayments on credit card receivables and $2.0 million of capitalization of internally developed software costs and purchases of software, property and equipment.
Financing Activities
Net cash used in financing activities was $80.6 million for the six months ended June 30, 2026, primarily driven by $845.0 million of proceeds from the Ripple Credit Agreement and $75.0 million of proceeds from the Galaxy loan agreement. These increases were partially offset by $852.2 million in repayments under the Ripple Credit Agreement, the $75.0 million repayment and termination of the NYDIG Master Repurchase Agreement, $73.2 million of net custodial funds outflows attributable to elevated customer redemptions, and $0.2 million in payments related to tax withholdings upon net settlement of equity awards.
Net cash used in financing activities was $76.1 million for the six months ended June 30, 2025, primarily driven by $91.2 million of net outflow from custodial funds due to customers from elevated redemptions, partially offset by $15.1 million in proceeds from related party loans.
Commitments and Contingencies
Our material future cash commitments are to repay our current indebtedness obligations, as described above in the “Indebtedness and Other Funding Arrangements” section, and make payments under leases for our facilities. We have operating leases for office facilities with remaining terms of one year to four years. Many leases include one or more options to renew, but renewals are not assumed in the determination of the lease term due to uncertainty. For more information, see Note 13. Leases to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
Under our agreement with WebBank, we have an outstanding commitment to purchase all Gemini Credit Card customer receivables offered for sale by WebBank.
Receivables purchased under this program are recorded on our consolidated balance sheets as Credit card receivables pledged and Accounts receivable, net. As of June 30, 2026, we had purchased $219.6 million in Gemini Credit Card customer receivables pursuant to this arrangement. Amounts payable to the Issuing Bank for receivables
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purchased but not yet settled in cash were $20.5 million and $12.8 million as of June 30, 2026 and December 31, 2025, respectively. See Note 12. Accrued Expenses and Other Current Liabilities for additional details.
Certain credit card receivables are pledged as collateral under our Ripple Credit Agreement (see “Indebtedness and Other Funding Arrangements—Ripple Credit Agreement”). As of June 30, 2026 and December 31, 2025, the carrying value of pledged credit card receivables was $185.7 million and $188.8 million, respectively.
In addition, the agreement creates an ongoing commitment to purchase future receivables as they are originated. The amount of future purchases will vary based on credit card usage and customer activity. We maintain sufficient cash on hand to fund these payments as they become due.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited consolidated financial statements and the related notes, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, as well as report amounts of revenue and expenses during the period. We base our estimates on historical experience, known trends and events, and various other assumptions that we believe to be reasonable under the circumstances. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent 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 our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026. Our significant accounting policies are more fully described in Note 2. Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.
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