Coinbase Global, Inc. (COIN)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements (the “Financial Statements”) and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). The following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, those set forth under Special Note About Forward-Looking Statements of this Quarterly Report on Form 10-Q and those discussed in the section titled Risk Factors in Part I, Item 1A of our Annual Report, together with any updates in the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q. Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Coinbase” refer to Coinbase Global, Inc. and its consolidated subsidiaries. For all narrative provided in this Item 2, except the Executive Overview, two numbers presented consecutively represent figures for the three and six months ended June 30, 2026 as compared to the same periods in 2025, respectively, unless otherwise noted. In the Executive Overview, consecutive pairs represent the three and six month periods ended June 30 of the applicable year, respectively.

Executive Overview

This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10-Q.

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

Highlights

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

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

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

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

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

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

Anticipated Trends

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

Results of Operations

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

Revenue

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

Transaction revenue

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

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

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

There were no material changes to note within other.

Subscription and services revenue

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

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

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

•decreases in blockchain rewards of:

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

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

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

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

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Other revenue

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(1)    During the first quarter of 2026, we revised the presentation of revenue earned on corporate paym

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Executive Overview

This executive overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights selected information and does not contain all of the information that is important to readers of this Annual Report on Form 10-K.

During 2025, we continued to make progress towards our mission by expanding access to trading through innovative derivative products, listing more spot assets, and expanding our offerings in markets globally. We completed the acquisition of Deribit in August, which we believe will play a key role in our goal to be the premier global platform for crypto derivatives, and we launched U.S. perpetual-style futures. Stablecoin adoption is accelerating. USDC reached an all-time high in market capitalization, as did USDC held in Coinbase products. We are scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card.

For the year ended December 31, 2025, our net revenue was $6.9 billion, including $4.1 billion in transaction revenue and $2.8 billion in subscription and services revenue. For the year ended December 31, 2024, our net revenue was $6.3 billion, including $4.0 billion in transaction revenue and $2.3 billion in subscription and services revenue.

For the year ended December 31, 2025, our net income was $1.3 billion and Adjusted EBITDA was $2.8 billion. For the year ended December 31, 2024, our net income was $2.6 billion and Adjusted EBITDA was $3.3 billion.

For 2026, with growing regulatory clarity, we believe we are well-positioned to drive crypto’s role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments. We are working to further grow assets on our platform, and in turn revenue, as customers discover and adopt more products where their assets already reside. Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue. We plan to dynamically adjust our expense base in order to be responsive to market conditions and revenue opportunities, increasing or decreasing it as needed, especially with respect to certain variable expenses. In the first quarter of 2026, we expect the aggregate of technology and development and general and administrative expenses to generally be in line with that of the fourth quarter of 2025. Additionally, we expect sales and marketing expenses to be roughly in line with or lower than those of the fourth quarter of 2025, reflecting the anticipated timing and scope of marketing opportunities.

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Key Business Metrics

In addition to the measures presented in our 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:

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(1)Represents the annual average MTUs, calculated as the average of quarterly MTUs, which are derived from the average of each month’s MTUs in each respective quarter.

(2)Represents Assets on Platform as of December 31.

(3)Represents the total U.S. Dollar equivalent of Spot Trading Volume transacted through our platform. During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition.

(4)See Non-GAAP Financial Measure below for a reconciliation of net income to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Monthly Transacting Users

We define a Monthly Transacting User (“MTU”) as a consumer who actively or passively transacts in one or more products on our platform at least once during the rolling 28-day period ending on the date of measurement. MTUs engage in transactions that generate transaction revenue or subscription and services revenue. Revenue-generating transactions include active transactions, such as buying or selling crypto assets or passive transactions such as earning staking rewards and USDC rewards. MTUs also engage in transactions that are non-revenue generating, such as consumers sending and receiving crypto assets between wallets and off-platform accounts on a non-expedited basis. MTUs may overstate the number of unique consumers due to differences in product architecture or user behavior.

MTUs increased for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in users participating in rewards programs, by holding USDC or staking their assets, influenced by deeper integration of USDC across our products and expanded staking services.

Assets on Platform

We define Assets on Platform (“AOP”) as the total United States (“U.S.”) dollar equivalent value of crypto assets and payment stablecoins held or managed on behalf of customers in digital wallets on our platform, including our custody services but excluding assets for which the customer holds full or partial keys, calculated based on the market price on the date of measurement. AOP demonstrates the scale of balances held across our suite of products and services, the trust customers place in us to securely store their assets, and the underlying growth of the onchain economy. AOP also represents a monetization opportunity through our products and services, including from trading and the adoption and use of payment stablecoins, staking, custody, and institutional financing, when customers use these assets to engage with these products and services.

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The following table sets forth the value of AOP by asset (in millions, except percentages):

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(1)Includes various other crypto asset and payment stablecoin balances, none of which individually represented more than 5% of total AOP.

AOP at December 31, 2025 decreased as compared to December 31, 2024, primarily reflecting a $77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin.

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, plus half of the value of trades that we routed off our platform for fulfillment, during the period of measurement. Trading Volume does not include volume from other trading products, such as derivatives, equities, or event contracts, but may in the future as those become more material. 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 on our order books, trading health, and the underlying growth of the onchain economy. Institutions incur lower fees per transaction than consumers and, as a result, the impact of changes in consumer Trading Volume on transaction revenue is more pronounced than the impact of changes in institutional Trading Volume. Within consumer, Advanced traders incur lower fees per transaction than Simple traders, and therefore a shift in the mix of trading between these consumers impacts transaction revenue.

Generally, Trading Volume is primarily influenced by overall market dynamics, namely the price of crypto assets, crypto asset volatility, and macroeconomic conditions, and by our share of total crypto market spot trading volume. In periods of high crypto asset prices and crypto asset volatility, we have generally experienced correspondingly high levels of Trading Volume. In recent quarters, we have also seen market events, product announcements, paid incentives, and competition as influential factors. Trading activity generally directly impacts transaction revenue. However, during periods when new products or markets are being introduced or entered, associated trading volume may not directly impact revenue within the same period, or may impact it indirectly.

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(1)During the fourth quarter of 2025, we redefined Trading Volume to add half of the trade value of spot trades that are routed off our platform for fulfillment, in order to provide a more comprehensive view of Trading Volume that drives our transaction revenue. Prior period amounts have been recast to conform to the current period’s definition.

(2)Includes various other crypto assets, none of which individually represented more than 10% of our total Trading Volume.

For the year ended December 31, 2025 as compared to 2024, Trading Volume increased primarily reflecting an increase of 9% in global crypto market spot trading volume (the USD equivalent value of all matched trades transacted between buyers and sellers across all exchanges), offset in part by a decrease of $101.0 billion attributed to a decline in our share of stablecoin pair market volume driven by an intentional pricing change made in March of 2025 as we evolved our stablecoin strategy.

Results of Operations

Comparison of the years ended December 31, 2025 and 2024

Revenue

For the years ended December 31, 2025 and 2024 we generated 84% and 83%, respectively, of total revenue in the U.S., with no other country contributing over 10%. International revenue comprised mainly transaction revenue.

Transaction revenue

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