AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Institutional custody adoption, regulated infrastructure and protected Circle economics are tangible commercial strengths. Actual compliance disadvantages and penalty-free transaction exit limit evidence of a defensible company-wide barrier.
durability · 2/4 · Reported satisfaction of Circle renewal conditions strengthens contractual persistence. Future conditions, restructuring rights and unrestricted transaction exit leave overall durability mixed.
customer dependency · 1/4 · Record paid subscriptions, cross-product activity and reported native-unit inflows demonstrate engagement rather than dependence. Customers can terminate transaction contracts without penalty, and actual retention setbacks are disclosed.
erosion resilience · 2/4 · Reported share gains, subscriber records and continued inflows offset declining trading users and the costly security incident. Market-sensitive activity contraction cannot be equated with realized share loss; proprietary competitor coverage limits the positive comparison.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Customers pay subscription fees, and consumer revenue declined less than spot volume in Q1. Management attributes the latter to mix and newer products, preventing inference of fee increases. The lower-fee subscription tier and disclosed price sensitivity make realized pricing mixed.
retention · 2/4 · Assessed indirectly from record paid subscribers, higher customer USDC balances, native-unit inflows and the absence of excessive withdrawals. Lower trading-user activity and acknowledged engagement setbacks temper these outcomes; no retention rate is inferred.
margin resilience · 1/4 · Positive Adjusted EBITDA persisted across the reported quarterly history, but first-half EBITDA fell sharply while GAAP losses, recurring equity compensation and declining subscription revenue demonstrate fragile earnings protection. This is evidence about resilience, not proof of a moat.
contractual freedom · 2/4 · Transaction prices depend on Coinbase's published fee disclosures and transaction characteristics. This gives pricing flexibility, but customers can exit without penalty and Circle economics remain governed by a partner contract subject to restructuring.
Predictability33
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 61.45
- positiveEarningsShare
- 80.00
- netMarginStdDev
- 46.12
- observedAnnualPeriods
- 5.00
Financial strength56
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital adequacy · 3/4 · June compliance and reported subsidiary net capital show substantial disclosed buffers: CB Inc. had $2.066 billion against $988 million required, CCTC $510 million against $184 million, and other covered subsidiaries $1.007 billion against $64 million. These are subsidiary measures, not consolidated equity or bank CET1; eligible crypto holdings make buffers variable.
liquidity funding · 3/4 · June consolidated corporate cash and equivalents of $8.614 billion and actual full repayment of $1.3 billion of maturing notes demonstrate funding capacity. Cash declined from year-end and subsidiary liquidity requirements constrain availability. Custodial funds, financing collateral and borrowed crypto are not treated as corporate funding.
asset liability risk · 2/4 · The balance sheet discloses $1.572 billion of loan receivables, collateral-return obligations, short-term borrowing and material crypto investment exposure. Derivatives add exposures, while no excessive or prolonged suspended withdrawals were reported. The $734.2 million hypothetical crypto sensitivity is a scenario, not a realized loss or complete stress test; credit-loss coverage is incomplete.
earnings resilience · 1/4 · Fourteen reported consecutive positive Adjusted EBITDA quarters provide some operating continuity. Nevertheless, first-half 2026 GAAP losses were $753.6 million, EBITDA fell to $511.1 million from $1.442 billion, and transaction and subscription revenue declined. Crypto investment losses, equity compensation and rate sensitivity materially weaken consolidated resilience.
Capital allocation50
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · Consolidated net income of $1.260 billion in 2025 contrasts with a $753.6 million first-half 2026 loss on a substantial equity base. This supports mixed, volatile capital productivity. No reported regulatory return ratio is inferred, and investment marks and acquisition-related goodwill complicate the accounting return comparison.
distributions and buffers · 2/4 · Actual first-half repurchases of $1.2 billion and repayment of maturing notes coexisted with positive reported subsidiary capital surpluses. However, corporate cash and equity declined during a loss-making period. Repurchase authorization is not treated as completed distribution or proof of value creation.
dilution and cost · 2/4 · Outstanding shares fell from 267.836 million at year-end to 263.782 million in June following repurchases, demonstrating a recent net reduction. First-half stock compensation nevertheless rose to $486.4 million from $386.9 million, while stock-funded acquisition consideration added a substantial prior dilution burden.
investment discipline · 2/4 · The $4.295 billion acquisition consideration has an identifiable operating outcome: institutional transaction revenue growth was mainly attributable to Deribit. Restructuring was substantially completed, but acquisition returns remain unproven, commitments are material and crypto investment losses reveal allocation risk.
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual operating cash generation, debt repayment and repurchases show capital management capability. Acquisition spending, debt issuance, increased crypto investment and commitments are counterweights; returns on those investments are not established.
incentive alignment · 2/4 · The CEO award has sustained stock-price conditions, achieved milestones and a holding requirement. The 2023 COO award actually vested; the 2026 award has multiyear financial and relative-return conditions whose achievement is unproven. Recurring equity costs and missing ownership detail limit the assessment.
execution · 2/4 · Operating evidence includes subscriber records, reported share gains, substantially completed restructuring and expense execution. Subscription revenue missed the Q2 outlook, institutional revenue growth was mainly acquired, and the data theft incident imposed actual costs.
governance · 2/4 · Disclosed independent committees, a lead independent director and completed annual elections provide safeguards. Dual-class control, shareholder restrictions and combined chairman and CEO roles limit outside accountability. September board expansion does not establish improved oversight effectiveness.
Evidence
For example, we serve as a custodian for several Bitcoin and Ethereum ETF issuers.
2025 Form 10-K, business: ETF custody relationships · Filed 12/02/2026
We charge institutions a separate fee based on the total assets stored in custody on our platform.
2025 Form 10-K, business: institutional custody fees · Filed 12/02/2026
The Company holds full keys to crypto assets and payment stablecoins held or managed on behalf of its customers totaling $376.1 billion and $404.0 billion at fair value at December 31, 2025 and 2024, respectively.
2025 Form 10-K, customer crypto assets held or managed · Filed 12/02/2026
Our subsidiary, CCTC, operates as a New York State-chartered limited purpose trust company, which is subject to regulation, examination, and supervision by the NYDFS.
2025 Form 10-K, regulation: CCTC · Filed 12/02/2026
Due to our regulated status in several jurisdictions and our commitment to legal and regulatory compliance, we have not been able to offer many popular products and services, including products and services that our unregulated or less regulated competitors are able to offer.
2025 Form 10-K, competition: realized compliance product restrictions · Filed 12/02/2026
We also have expended significant managerial, operational, and compliance costs to comply with laws and regulations applicable to us in the jurisdictions in which we operate, and expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors have not had to incur.
2025 Form 10-K, competition: realized compliance costs · Filed 12/02/2026
During the year ended December 31, 2025, we paid $311.2 million of cash related to the Data Theft Incident, comprising voluntary customer reimbursements and direct legal costs.
2025 Form 10-K, Data Theft Incident cash costs · Filed 12/02/2026
•Coinbase One: Coinbase One is a consumer subscription product for which consumers pay a monthly or annual fee to unlock a variety of benefits, including limited reduced transaction fee trading, USDC rewards, higher staking rewards than non-Coinbase One subscribers, priority customer service support, and offers from third-party partners.
2025 Form 10-K, business: Coinbase One subscription benefits · Filed 12/02/2026
Coinbase One users engage with the rest of our product suite, generating trading revenue, staking commission, credit card interchange fees, and more.
2025 Form 10-K, business: subscriber cross-product engagement · Filed 12/02/2026
In 2025, we launched an additional subscription tier, Coinbase One Basic, offering consumers essential benefits for a lower subscription fee.
2025 Form 10-K, business: lower-fee subscription tier · Filed 12/02/2026
Contracts with customers are defined at the transaction level as they are open-ended and may be terminated by either party without penalty.
2025 Form 10-K, revenue contracts: penalty-free termination · Filed 12/02/2026
We must also expand our products and services, and offer competitive prices in an increasingly crowded and price-sensitive market.
2025 Form 10-K, competition: price sensitivity · Filed 12/02/2026
From time to time, certain of these factors have negatively affected customer retention, growth, and engagement to varying degrees.
2025 Form 10-K, risk: realized retention and engagement setbacks · Filed 12/02/2026
If such modifications are not agreed upon, the Circle Agreement will automatically renew for additional three-year terms unless we or Circle fail to meet the conditions specified in the Circle Agreement.
2025 Form 10-K, Circle agreement: renewal terms · Filed 12/02/2026
These conditions are the satisfaction of a Product Threshold, a Company Threshold, and a Reseller Threshold (as defined in the Circle Agreement).
2025 Form 10-K, Circle agreement: renewal conditions · Filed 12/02/2026
If the conditions are satisfied, the Circle Agreement cannot be terminated.
2025 Form 10-K, Circle agreement: termination protection · Filed 12/02/2026
Separate from any renewal, there are certain circumstances under which the parties could initiate a restructuring of the agreement.
2025 Form 10-K, Circle agreement: restructuring provisions · Filed 12/02/2026
The transaction price, determined at the transaction level, is calculated based on volume and varies depending on payment type, transaction value, and the Company’s published fee disclosures.
2025 Form 10-K, revenue recognition: transaction pricing · Filed 12/02/2026
100 Table of Contents Cash flows The following table summarizes our Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 2,426,383 $ 3,103,935 Net cash used in investing activities (2,049,550) (201,003) Net cash provided by financing activities 740,282 2,903,078 Net increase in cash, cash equivalents, and restricted cash and cash equivalents $ 1,117,115 $ 5,806,010 Change in customer custodial cash and cash equivalents $ (754,370) $ 1,634,934 Operating activities Our largest source of cash provided by operating activities are revenues generated from transaction fees.
2025 Form 10-K, MD&A: cash flows · Filed 12/02/2026
•a $1.6 billion net increase in proceeds from long-term debt, driven by the August 2025 issuance of our 2029 Convertible Notes and 2032 Convertible Notes, offset in part by prior year proceeds from the issuance of our 2030 Convertible Notes, less cash paid for associated capped calls.
2025 Form 10-K, financing: net debt proceeds · Filed 12/02/2026
•a $578.0 million increase in cash and cash equivalents used for net purchases of crypto assets held for investment; and
2025 Form 10-K, investing: increased crypto purchases · Filed 12/02/2026
Our certificate of formation and bylaws include provisions that: •permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships; •require super-majority voting to amend some provisions in our certificate of formation and bylaws; •authorize the issuance of “blank check” preferred stock and common stock that our board of directors could use to implement a shareholder rights plan or issue other shares of preferred stock or common stock, including blockchain tokens; •provide that only our Chief Executive Officer, the chairperson of our board of directors, a majority of our board of directors, or the holders of not less than 50% of the voting power of our shareholders will be authorized to call a special meeting of shareholders; •provide that, in certain circumstances, any shareholder action by written consent must be unanimous; •prohibit cumulative voting; •provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring shareholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A common stock and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; •provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and •provide for advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by shareholders at annual shareholder meetings.
2025 Form 10-K, governance: dual-class control and shareholder restrictions · Filed 12/02/2026
Other contractual obligations As of December 31, 2025, our other material contractual obligations consisted of the following (in thousands): Amounts Due Next 12 Months Total Non-cancelable purchase obligations(1) $ 169,886 $ 670,422 Operating leases(2) 32,547 417,873 Other commitments(3) 180,493 180,493 _______________ (1) Committed spend for non-cancellable purchase obligations greater than $2.0 million per obligation, primarily relating to technology.
2025 Form 10-K, contractual purchase, lease and acquisition commitments · Filed 12/02/2026
June 30,
December 31,
2026
2025
Assets
Current assets:
Cash and cash equivalents
$
8,614,065
$
11,285,452
Restricted cash and cash equivalents
275,815
334,318
Customer custodial funds
4,299,190
5,347,428
Crypto assets held for operations
86,469
120,831
Loan receivables
1,572,354
1,354,692
Crypto assets held as collateral
1,645,051
822,827
Crypto assets borrowed
229,076
318,849
Accounts receivable, net
333,194
307,119
Marketable investments
174,778
309,765
Other current assets
259,315
187,164
Total current assets
17,489,307
20,388,445
Crypto assets held for investment
1,468,395
1,998,871
Strategic investments
840,287
622,985
Deferred tax assets
682,446
570,819
Goodwill
4,139,490
4,168,967
Intangible assets, net
1,318,869
1,397,794
Other non-current assets
521,492
523,951
Total assets
$
26,460,286
$
29,671,832
Liabilities and Shareholders’ Equity
Current liabilities:
Customer custodial fund liabilities
$
4,299,190
$
5,347,428
Current portion of long-term debt
—
1,269,585
Short-term borrowings
539,195
452,105
Obligation to return collateral
1,656,821
826,883
Accrued expenses and other current liabilities
723,708
805,281
Total current liabilities
7,218,914
8,701,282
Long-term debt
5,944,232
5,937,034
Other non-current liabilities
217,475
240,458
Total liabilities
13,380,621
14,878,774
Commitments and contingencies (Note 20)
Shareholders’ equity:
Preferred stock, $0.00001 par value; 500,000 shares authorized and zero shares issued and outstanding at each of June 30, 2026 and December 31, 2025
—
—
Class A and B common stock, $0.00001 par value; 10,500,000 (Class A 10,000,000, Class B 500,000) shares authorized at June 30, 2026 and December 31, 2025; 263,782 (Class A 222,748, Class B 41,034) shares issued and outstanding at June 30, 2026 and 267,836 (Class A 226,797, Class B 41,039) shares issued and outstanding at December 31, 2025
3
3
Additional paid-in capital
7,710,289
8,566,854
Accumulated other comprehensive (loss) income
(98,270)
4,973
Retained earnings
5,467,643
6,221,228
Total shareholders’ equity
13,079,665
14,793,058
Total liabilities and shareholders’ equity
$
26,460,286
$
29,671,832
June 2026 Form 10-Q, consolidated balance sheets · Filed 30/07/2026
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.
June 2026 Form 10-Q, MD&A: operating cash flow decline · Filed 30/07/2026
•$1.2 billion in cash used to repurchase approximately 7.1 million shares of our outstanding Class A common stock.
June 2026 Form 10-Q, financing: actual share repurchases · Filed 30/07/2026
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.
June 2026 Form 10-Q, subsidiary corporate liquidity requirements · Filed 30/07/2026
As of June 30, 2026, we were in compliance with these capital requirements.
June 2026 Form 10-Q, regulatory capital compliance · Filed 30/07/2026
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.
June 2026 Form 10-Q, subsidiary net capital table headings and units · Filed 30/07/2026
$
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.
June 2026 Form 10-Q, subsidiary net capital, requirements and surplus · Filed 30/07/2026
Due to the volatility of crypto assets, Net Capital and Required Net Capital can fluctuate.
June 2026 Form 10-Q, crypto sensitivity of regulatory capital · Filed 30/07/2026
A hypothetical 50% increase or decrease in crypto asset prices as of June 30, 2026 and December 31, 2025 would result in an $734.2 million and $1.0 billion impact, respectively, to the value of our Crypto assets held for investment and would have been recognized as a gain or loss in Losses on crypto assets held for investment, net in our Condensed Consolidated Statements of Operations.
June 2026 Form 10-Q, market risk: crypto investment sensitivity · Filed 30/07/2026
For the three and six months ended June 30, 2026, Monthly Transacting Users (“MTUs”) were 7.6 million and 7.9 million.
June 2026 Form 10-Q, current monthly transacting users · Filed 30/07/2026
For the same periods in 2025, MTUs were 8.7 million and 9.2 million.
June 2026 Form 10-Q, comparative monthly transacting users · Filed 30/07/2026
The
30
Table of Contents
decrease in MTUs was primarily due to a decrease in trading users, influenced by overall market conditions.
June 2026 Form 10-Q, explanation of user decline · Filed 30/07/2026
The Company used cash to repay in full, at maturity, $1.3 billion of aggregate principal amount of its 0.50% convertible notes due June 1, 2026 (the “2026 Convertible Notes”).
June 2026 Form 10-Q, full repayment of 2026 convertible notes · Filed 30/07/2026
dollar equivalents (in thousands):
Embedded Derivative
Host
Gross Derivative Assets
Gross Derivative Liabilities
Aggregate Carrying Value
June 30, 2026
Accounts receivable, net
$
4,998
$
24,517
$
180
$
29,335
Short-term borrowings
344,615
123,100
42,767
264,282
Obligation to return collateral
2,147,595
507,041
4,497
1,645,051
Accrued expenses and other current liabilities(1)
12,148
23
—
12,125
Total fair value of derivatives
$
654,681
$
47,444
December 31, 2025
Accounts receivable, net
$
9,943
$
22,025
$
4,399
$
27,569
Short-term borrowings
363,705
32,446
923
332,182
Obligation to return collateral
888,523
126,962
61,266
822,827
Accrued expenses and other current liabilities
6,897
—
2
6,899
Total fair value of derivatives
June 2026 Form 10-Q, derivative assets and liabilities · Filed 30/07/2026
We do not use these assets as a source of liquidity otherwise.
June 2026 Form 10-Q, restrictions on use of financing-related crypto assets · Filed 30/07/2026
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.
June 2026 Form 10-Q, limited liquidity of corporate crypto assets · Filed 30/07/2026
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.
June 2026 Form 10-Q, customer assets and corresponding obligations · Filed 30/07/2026
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.
June 2026 Form 10-Q, transaction revenue and volume drivers · Filed 30/07/2026
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.
June 2026 Form 10-Q, subscription revenue: rates, balances and rewards · Filed 30/07/2026
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.
June 2026 Form 10-Q, subscription and services revenue table · Filed 30/07/2026
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.
June 2026 Form 10-Q, net earnings and Adjusted EBITDA reconciliation · Filed 30/07/2026
Notes to Condensed Consolidated Financial Statements (Unaudited) acquisition, subject to customary post-closing adjustments, was $4.3 billion, consisting of the following (in thousands): Cash $ 721,460 Class A common stock of the Company(1) 3,573,092 Total purchase consideration $ 4,294,552 __________________ (1)Fair value, representing the closing market price of the Company’s Class A common stock on the acquisition date.
June 2026 Form 10-Q, acquisition consideration · Filed 30/07/2026
Stock-based compensation The following are the effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Statements of Operations Technology and development $ 152,917 $ 117,240 $ 313,558 $ 225,332 Sales and marketing 12,601 14,533 27,412 29,438 General and administrative 72,823 64,387 145,426 132,119 Total stock-based compensation expense $ 238,341 $ 196,160 $ 486,396 $ 386,889 Balance Sheets Software and equipment, net(1) $ 4,707 $ 12,020 $ 9,105 $ 28,585 _______________ (1)Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the periods presented.
June 2026 Form 10-Q, stock-based compensation · Filed 30/07/2026
The Restructuring involved a reduction of the Company's workforce by approximately 700 employees, and was substantially completed during the second quarter of 2026.
June 2026 Form 10-Q, substantially completed workforce restructuring · Filed 30/07/2026
As of June 30, 2026, we have not experienced excessive redemptions or withdrawals, or prolonged suspended redemptions or withdrawals, of crypto assets to date.
June 2026 Form 10-Q, actual withdrawal experience · Filed 30/07/2026
The stock option is earned upon the achievement of performance conditions based on the Class A common stock price targets set forth in the table below during the 10-year term of the stock option based on the volume weighted average price of our Class A common stock as reported on Nasdaq at or above the price target for 60 consecutive trading days at any time during the term of the award, and upon certification by the Compensation Committee of the achievement of the stock price targets.
April 2026 proxy, CEO award performance conditions · Filed 24/04/2026
The first tranche of the 2020 CEO Performance Award was achieved on July 8, 2021, the second tranche was achieved on February 4, 2025 and the third tranche was achieved on September 12, 2025.
April 2026 proxy, achieved CEO award milestones · Filed 24/04/2026
The award vested in full on February 20, 2026, and is no longer subject to any further potential payment provisions.
April 2026 proxy, actual vesting of 2023 COO award · Filed 24/04/2026
GAAP to Non-GAAP Reconciliation (in thousands)
Year Ended
December 31, 2025
Net income
$
1,260,327
Adjusted to exclude the following:
Provision for income taxes
261,738
Interest expense
85,413
Depreciation and amortization
188,428
Stock-based compensation expense
839,440
Data Theft Incident losses, net
345,179
Losses on crypto assets held for investment, net
528,857
Other income, net
(700,894)
Adjusted EBITDA
$
2,808,488
63
April 2026 proxy, 2025 GAAP earnings and non-GAAP reconciliation · Filed 24/04/2026
Mr. Armstrong must hold any shares that he acquires pursuant to the 2020 CEO Performance Award for one year following the date on which such shares become vested or, if earlier, upon an acquisition of the Company, except to satisfy certain tax withholding obligations, or the 10-year term of the stock option.
April 2026 proxy, CEO award share-holding requirement · Filed 24/04/2026
The 2026 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue, cumulative adjusted EBITDA, and relative total shareholder return target values for the period commencing January 1, 2026 and ending on December 31, 2028, subject to her continued employment.
April 2026 proxy, 2026 COO award performance conditions · Filed 24/04/2026
•A majority of our directors are independent; •Our Board of Directors is currently declassified, and directors are elected on an annual basis; •Our Board of Directors has a Lead Independent Director, who is elected annually, has well-defined rights and responsibilities, and is separate from the Chairman of the Board of Directors; •All committees of the Board of Directors are 100% composed of independent directors; •We have comprehensive risk oversight practices, including for cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas; •Independent directors conduct regular executive sessions; •Directors have regular access to management and maintain open communication and strong working relationships among themselves; and •We conduct annual Board of Directors, committee, and individual director self-evaluations.
April 2026 proxy, governance safeguards · Filed 24/04/2026
The Board of Directors believes that it is currently in the best interest of Coinbase and its shareholders for Brian Armstrong to serve in both roles.
April 2026 proxy, combined chairman and CEO roles · Filed 24/04/2026
Q2 Report Card Strong fundamentals despite macro headwinds The business is healthy Gained Crypto Market Share Reached ATH in Coinbase Crypto Trading Volume Market Share; gained share in both Spot and Derivatives Everything Exchange is Working • Prediction Markets: $100M+ annualized revenue1 as of Q2ʼ26; >2x revenue and contracts growth Q/Q • Derivatives: Crypto Derivatives Trading Volumes ~flat Q/Q outpacing derivatives market overall which was down double digits Q/Q Proactive Expense Discipline T&D + G&A+ S&M below midpoint of Q2 outlook Macro headwinds outpaced growth Softening Spot Market Conditions • Total Market Crypto Spot Trading Volume2 declined 25% Q/Q • Crypto Asset Prices: Total Crypto Market Capitalization3 declined 11% Q/Q including double digit declines in BTC, ETH, and SOL Low Volatility Suppressed trading activity as Crypto Asset Volatility4 declined 14% Q/Q and reached multi-year lows 22 Q2’26 EARNINGS [1] Measured based on when the product generated $100 million in quarterly annualized net revenue for the most recent qualifying quarter.
July 2026 earnings presentation, reported market-share gains and product outcomes · Filed 30/07/2026
dollar equivalent value of all matched crypto spot and stablecoin trading volumes across exchanges defined in our proprietary competitor set, based on data obtained from CoinDesk Data, CoinMetrics, Dune, and Tardis.
July 2026 earnings presentation, proprietary competitor-set methodology · Filed 30/07/2026
Q2 results reflect expense execution despite macro headwinds Metric Q2 Outlook (May 2026) Q2 Actuals Subscription & Services Revenue Transaction Expenses Technology & Development + General & Administrative Expenses Sales and Marketing Expenses Stock-based Compensation $565-$645 million Low-to-Mid Teens as a % of net revenue $200-$300 million $820-$870 million ~$240 million $555 million 16.4% $240 million $830 million $238 million ✓ ✓ ✓ ✓ 23 Q2’26 EARNINGS
July 2026 earnings presentation, Q2 outlook versus actual results · Filed 30/07/2026
Subscription and services revenue reached 48% of net revenue, reflecting continued diversification Subscription and Services Revenue 26 $329 $327 $364 $499 $585 $542 $627 $675 $632 $717 $694 $584 $555 $145 $165 $161 $186 $227 $233 $212 $274 $309 $325 $331 $305 $292 $88 $74 $95 $151 $185 $155 $215 $197 $145 $185 $152 $101 $83 $52 $43 $49 $67 $69 $64 $66 $63 $59 $65 $60 $68 $66 $44 $45 $60 $96 $104 $90 $135 $141 $119 $143 $152 $109 $114 50% 53% 41% 32% 43% 49% 29% 35% 45% 41% 41% 44% 48% Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 % of Net RevenueOther Subscription & Services ($M) Interest and Finance Fee Income ($M) Blockchain Rewards ($M) • Stablecoin revenue of $292M driven by new ATH in Average USDC Held in Coinbase Products offset by declines in interest rates & off- platform balances • Blockchain rewards of $83M from growth in native units staked, offset by price effects and rewards rates • Interest & finance fee income of $66M reflecting new ATH in Average Defi Borrow/Lend Balances, offset by rates • New ATH in Paid Coinbase One Subscribers1; achievement of performance earn outs Stablecoin Revenue ($M) Q2’26 EARNINGS [1] Paid Coinbase One Subscriber is defined as a user with an active subscription to Coinbase One at the end of the period of measurement, and is not part of a time limited free trial.
July 2026 earnings presentation, paid subscribers and USDC engagement · Filed 30/07/2026
28 • $208M Adjusted EBITDA in Q2'26, 14th consecutive positive quarter across all market conditions • Maintain our commitment to generate positive Adjusted EBITDA in all market conditions Net Income (Loss) ($M) Adjusted EBITDA ($M) Q2’26 EARNINGS $189 $178 $324 $1,014 $596 $449 $1,289 $930 $512 $801 $566 $303 $208 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2’26 $(97) $(2) $273 $1,176 $36 $75 $1,291 $66 $1,429 $433 $(667) $(394) $(359)
July 2026 earnings presentation, quarterly GAAP earnings and positive Adjusted EBITDA history · Filed 30/07/2026
Stablecoins & Payments: Coinbase is a leading stablecoin platform Market Stablecoin Transaction Volume by Asset1 ($T) 17 2 Q2’26 EARNINGS 2 • Auto-renewal conditions already met and the partnership will renew on the same terms • Coinbase/Circle can mutually agree to add new partners under our Stablecoin Ecosystem framework • Excited by the caliber of parties interested in aligning around USDC We benefit from our perpetually renewable partnership with Circle Coinbase is a multi-stablecoin platform
July 2026 earnings presentation, Circle renewal conditions reportedly met · Filed 30/07/2026
Q1 Report Card Strong fundamentals despite macro headwinds The business is healthy Gained Market Share Reached ATH in Coinbase Crypto Trading Volume Market Share Native Units Up 12th consecutive quarter of net native unit inflows; continue to store the most crypto globally Green Shoots on Everything Exchange - Retail Derivatives: $200M+ annualized revenue as of Q1ʼ26 - Prediction Markets: $100M+ annualized revenue as of March - DEX Trading: $450M+ in cumulative volume as of Q1ʼ26 Proactive Expense Discipline T&D + G&A well below outlook in Q1 Macro headwinds outpaced growth Declining Market Cap Total Crypto Market Capitalization & Total Crypto Trading Volumes both down 20%+ Q/Q Low Volatility Suppressed trading activity, particularly in longer-tail assets driven by broader risk-off sentiment 19
May 2026 earnings presentation, reported native-unit inflows and market-share gains · Filed 07/05/2026
Transaction revenue outpaced market volume declines due to mix shift and new products ● Consumer transaction revenue of $567M (-23% Q/Q) driven by consumer spot trading volume decline of 35%, partially offset by mix shift and growth in newer products ● Institutional transaction revenue of $136M (-27% Q/Q) in line with market declines ● Other transaction revenue of $53M (-17% Q/Q), reflecting lower instant transfer activity and Base revenue Transaction Revenue 22
May 2026 earnings presentation, consumer monetization affected by mix and new products · Filed 07/05/2026
● USDC Market Cap reached ATH of ~$80B in March ● More than 25% of USDC in circulation is held in Coinbase products (ATH) ● Over the past year, we have captured ~50% of all USDC economics; deeper product integration driving greater USDC adoption ● We power USDC's global network effect; our economics scale with adoption Average USDC Held in Coinbase Products1 and Average USDC Market Capitalization2 ~2x USDC Circulation ~10x USDC Held in Coinbase Products 11
May 2026 earnings presentation, reported Coinbase participation in USDC balances and economics · Filed 07/05/2026
(the “Company”), the Board increased its size from nine to ten directors and appointed Anthony Armstrong to serve as a director of the Company, effective immediately.
September 2026 Form 8-K, Anthony Armstrong appointment and board expansion · Filed 02/09/2026
Kramer
912,697,381
5,061,414
45,027,927
Chris Lehane
915,878,620
1,880,175
45,027,927
Tobias Lütke
914,996,772
2,762,023
45,027,927
Gokul Rajaram
882,353,863
35,404,932
45,027,927
Fred Wilson
911,285,132
6,473,663
45,027,927
Each of the nine nominees for director was elected to serve until the Company’s 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified.
June 2026 Form 8-K, completed annual director elections · Filed 18/06/2026
