Coinbase Global, Inc.

Coinbase Global, Inc. operates in the highly innovative and rapidly evolving crypto asset industry, which is characterized by healthy competition, experimentation, changing customer needs, and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. The company provides a trusted platform that serves as a compliant on-ramp to the onchain economy, enabling customers to engage in a wide variety of activities with their crypto assets. The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate, and if crypto does not grow as expected, the business could be adversely affected.

Coinbase faces significant competition from a variety of companies around the world, ranging from crypto-native companies, including decentralized exchanges, to large traditional financial services incumbents and financial technology providers. The company differentiates itself from its competition through its focus on building easy-to-use products and investing in its trusted brand as a compliant and secure platform. The company also differentiates through rapid product innovation and by building products that are onchain native, such as staking, access to decentralized exchanges, and access to decentralized borrowing and lending markets.

Coinbase generates revenue primarily through transaction fees from its trading products and subscription products. Transaction revenue is derived from fees charged to consumers and institutions for trading crypto assets, stocks, commodity futures, perpetual futures, and prediction markets on its platform. Subscription and services revenue is generated from stablecoin revenue, blockchain rewards, interest and finance fee income, and other services such as custody, Coinbase One subscriptions, and the Coinbase developer platform. The company's business consists of products that it monetizes through transaction fees, such as its consumer trading product suite, as well as subscription products, such as its stablecoin products.

Coinbase's transaction products include consumer trading, which offers Simple and Advanced trade experiences for crypto assets, stocks, futures, and prediction markets, and institutional trading via Coinbase Prime, a full-service prime brokerage platform. The company operates four exchanges: Coinbase Exchange (spot trading for 360+ crypto assets), Coinbase International Exchange (perpetual futures and spot for 200+ crypto assets), Coinbase Derivatives Exchange (dated and perpetual-style futures for 35+ futures), and Deribit (options, perpetual futures, dated futures, and spot for 15+ crypto assets). Other transaction products include Base, a decentralized L2 Ethereum blockchain, and the Base App, a self-custodial wallet product.

Subscription products and services include stablecoins, where Coinbase partnered with Circle to launch USDC and shares in the economics of the reserves backing stablecoins in circulation. Blockchain rewards are earned from staking services, where Coinbase earns a fixed percentage commission on all staking rewards received. As of December 31, 2025, approximately $7.5 billion worth of assets were held on behalf of individual consumers staked through the platform, and over $15.2 billion worth of assets were staked by institutional customers through Coinbase Prime. Other subscription services include institutional financing, custodial interest, custody services, Coinbase One subscription tiers (Basic, Preferred, and Premium), and the Coinbase developer platform.

In 2025, Coinbase completed the acquisition of Sentillia B.V. (Deribit) in August for total consideration of $4.3 billion, which included $721.5 million in cash and $3.6 billion in Class A common stock. The company also acquired Gm Echo Ltd (Echo) in October for total consideration of $176.0 million, which included $68.0 million in cash and $108.0 million in Class A common stock. In October 2024, the board authorized a share repurchase program for up to $1.0 billion of Class A common stock, which was increased to $2.0 billion in October 2025 and expanded to include debt repurchases. In January 2026, the authorization was further increased to $4.0 billion. During the three months ended December 31, 2025, the company repurchased 3,039,095 shares of Class A common stock.

For the year ended December 31, 2025, total revenue was $7.181 billion ¹, compared to $6.564 billion ² in 2024. Net revenue was $6.883 billion ³ in 2025, up from $6.293 billion ⁴ in 2024. Net income was $1.260 billion ⁵ in 2025, compared to $2.579 billion ⁶ in 2024. Adjusted EBITDA was $2.808 billion ⁷ in 2025, down from $3.348 billion ⁸ in 2024. Operating income was $1.435 billion ⁹ in 2025, compared to $2.307 billion ¹⁰ in 2024.

For the first quarter of 2026, management expects 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, management expects 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.

A key growth vector is the expansion of the 'Everything Exchange,' which dramatically expanded the assets available to trade on Coinbase in December 2025, including stocks, commodity futures, perpetual futures, and prediction markets. The goal is to create a comprehensive, seamless experience for retail users, institutions, and developers. Another major growth vector is advancing stablecoin adoption with USDC, including scaling payments infrastructure, expanding distribution with new partnerships, and extending utility for everyday spending with the Coinbase One Card. The company is also working to further grow assets on its platform and in turn revenue as customers discover and adopt more products where their assets already reside.

Management plans to dynamically adjust its 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. 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 subscription and services and other revenue.

The company is a remote-first company, meaning the majority of its employees work remotely. As of December 31, 2025, the company had 4,951 employees. The company believes that allowing employees to work in the location that best suits them provides access to a large talent pool and a sustained advantage in hiring and retaining employees. The company continuously improves its people programs and practices and regularly monitors engagement through pulse surveys.

As of December 31, 2025, the company had approximately $7.28 billion in aggregate principal amount of outstanding long-term indebtedness (excluding crypto asset borrowings), which includes $1.74 billion of Senior Notes, $1.27 billion of 2026 Convertible Notes, $1.50 billion of 2029 Convertible Notes, $1.27 billion of 2030 Convertible Notes, and $1.50 billion of 2032 Convertible Notes. In August 2025, the company issued an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2032, and an aggregate principal amount of $1.5 billion convertible senior notes that mature on October 1, 2029. As of December 31, 2025, approximately $1.2 billion remained available under the Repurchase Program, and no long-term debt has been repurchased under the program.

A significant headwind is the potential for continued declines in interest rates, which could materially impact subscription and services and other revenue. The company's total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on its platform, and if such price or volume declines, the business would be adversely affected. The company also faces an extensive, highly-evolving and uncertain regulatory landscape, and any adverse changes to, or failure to comply with, any laws and regulations could adversely affect the business.

The company's net revenue is concentrated in a limited number of areas, with a meaningful concentration from transactions in Bitcoin and Ethereum and stablecoin revenue in connection with USDC. For the years ended December 31, 2025 and 2024, these trading pairs drove approximately 45% and 46% of total Trading Volume on the platform, respectively. If revenue from these areas declines and is not replaced by new demand for crypto assets or other products and services, the business could be adversely affected.

The company's operating results have and will significantly fluctuate due to the highly volatile nature of crypto, and total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on the platform. Net revenue is concentrated in a limited number of areas, with a meaningful concentration from transactions in Bitcoin and Ethereum, which drove approximately 45% and 46% of total Trading Volume during 2025 and 2024, respectively, and stablecoin revenue in connection with USDC. The company is subject to an extensive, highly-evolving and uncertain regulatory landscape, and any adverse changes to, or failure to comply with, any laws and regulations could adversely affect the business. Cyberattacks and security breaches of the platform, or those impacting customers or third parties, could adversely affect the brand, reputation, business, operating results, and financial condition. The company operates in a highly competitive industry and faces competition from a growing number of decentralized and noncustodial platforms.

Management's message emphasizes progress towards the mission of increasing economic freedom by expanding access to trading through innovative derivative products, listing more spot assets, and expanding offerings in global markets. Key themes include the completion of the Deribit acquisition in August 2025, which is expected to play a key role in the goal to be the premier global platform for crypto derivatives, and the launch of U.S. perpetual-style futures. Management highlights that stablecoin adoption is accelerating, with USDC reaching an all-time high in market capitalization, as is USDC held in Coinbase products. For 2026, with growing regulatory clarity, management believes the company is well-positioned to drive crypto's role in global GDP through the Everything Exchange and by advancing stablecoin adoption with USDC, including scaling payments. Management plans to dynamically adjust the expense base in order to be responsive to market conditions and revenue opportunities.