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We are working to update the century-old financial system by providing a trusted platform that makes it easy for our customers to engage with crypto assets. 10-K, Item 1
22 paragraphs in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like them in the 10-K filed Feb 13, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•security issues, bugs, and software errors have been identified with many crypto assets and their underlying blockchain networks, some of which have been exploited by malicious actors. There
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For example, as previously disclosed on a Current Report on Form 8-K filed with the SEC on May 15, 2025, a threat actor improperly obtained information about certain customer accounts and internal documentation, and used that information for social-engineering attempts. No passwords or private keys were compromised as a result of this incident. We continue to face risks related to this incident, including harm to our reputation, governmental investigations and regulatory scrutiny, and ongoing litigation.
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asset transactions, as has occurred in certain jurisdictions in the past. For example, in the past few years, regulatory developments in the area of anti-money laundering, recordkeeping and prudential regulatory compliance include the Travel Rule requiring transmission of information with crypto transfers. This and similar regulations increase our compliance costs, may require operational changes, and could subject us to sanctions for technical violations.
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As we expand and localize our international activities, we have become increasingly obligated to comply with the laws, rules, regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer services on a cross-border basis. For instance, financial regulators outside the United States have increased their scrutiny of crypto asset exchanges over time,
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from other similarly situated businesses that engage in regulatory arbitrage to avoid the compliance costs associated with regulatory changes.
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We rely on financial institution relationships to provide our platform and custodial services. In particular, customer cash holdings on our platform are held with one or more financial institutions. As a registered money services business with FinCEN under the Bank Secrecy Act, as amended by the USA
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from Coinbase’s own and other client funds, and uses tightly controlled settlement flows to preserve access to global liquidity and fast execution.
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Successful implementation of our growth strategy will also require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments
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Certain supported crypto assets enable holders to earn rewards by participating in decentralized governance, bookkeeping and transaction confirmation activities on their underlying blockchain networks, such as through staking activities, including staking through validation, delegating, and baking. We currently provide and expect to continue to provide such services for certain supported crypto assets to our customers in order to enable them to earn rewards based on crypto assets that we hold on their
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As part of our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, entries into new businesses, joint ventures, and other transactions. We have made, and may continue to make, acquisitions of and investments in, among other
things, specialized employees and complementary companies, products, services, licenses, or technologies.
For example, as a result of our acquisition of Deribit in August 2025, we now provide additional cryptocurrency products and services internationally, including options and perpetual swaps. If we are unable to successfully integrate Deribit or comply with evolving U.S. and international crypto and derivatives regulations applicable to our expanded operations and products, we could be required to modify or discontinue certain offerings, face limitations on our ability to onboard or serve customers in key markets, incur substantial compliance and remediation costs, or be subject to penalties and other enforcement actions, any of which could adversely affect our business, operating results, and financial condition.
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Furthermore, the CTFC has regulatory authority over certain product offerings, including event contracts, which are regulated as “swaps” under the CEA. This classification subjects us to the CFTC’s supervisory and enforcement oversight, including supervisory requirements to prevent manipulation, fraud and other forms of improper trading in these markets. As a result, the offering and facilitation of these contracts on our platform could result in increased regulatory scrutiny, investigations, and enforcement actions, which may cause us to incur substantial costs and expose us to civil liability, fines, and reputational harm. Some states have taken the position that the states and not the CFTC should be the appropriate regulator for sports-related event contracts and that question is the subject of ongoing litigation. See the Risk Factor titled “We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.” for additional information.
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We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program. However, our security measures, those of our vendors or service providers, or the security measures of companies we acquire, may be inadequate or breached as a result
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The increasing sophistication of AI poses a greater risk of identity fraud, as malicious actors may exploit various AI technologies to create increasingly convincing false identities, transaction records, or attempt to manipulate our verification processes. This necessitates ongoing enhancements to our verification systems and security protocols to prevent unauthorized access and protect sensitive information. Failure to manage these risks or to implement effective countermeasures could lead to unauthorized transactions, financial losses, reputational damage and increased regulatory scrutiny.
Similar paragraph at 1 of 75 other Financials companies: JPMRead in the 10-K ↗
offering products, services, or technologies that are substantially similar to ours and that compete with our business.
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In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret, and other intellectual property development activity in the onchain economy, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. The evolving climate and new policy initiatives at the U.S. Patent and Trademark Office (“USPTO”) related to the Patent Trial and Appeal Board are creating a more challenging environment to invalidate patents that are or can be asserted against us. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Finally, the USPTO has recently implemented and may continue to implement changes that expand the subject matter considered eligible for patent protection, which may make it easier for competitors and other adverse parties to obtain patents related to our platform and technology.
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Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry, or the financial services industry generally, or concerns or rumors about any such events or other
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Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are subject to interruption by
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•provide that, in certain circumstances, any shareholder action by written consent must be unanimous;
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Our bylaws contain an ownership threshold that must be met for a shareholder or shareholders to bring derivative claims against our officers or directors, which could limit a shareholder’s ability to bring such claims. In addition, Texas law does not recognize demand futility and as such may require additional procedural steps for a shareholder to bring a derivative claim.
Our bylaws provide that no shareholder or group of shareholders may in institute or maintain a derivative proceeding brought on our behalf against any of our directors or officers, unless the shareholder or group of shareholders, at the time the derivative proceeding is instituted, beneficially owns a number of shares of common stock sufficient to meet an ownership threshold of at least 3% of our total outstanding shares. In addition, Texas law generally does not recognize demand futility, which means that a shareholder bringing such a claim must provide our board of directors an opportunity to determine whether the claim is in our best interests before the shareholder may proceed with a lawsuit. Our board of directors will generally have 90 days in which to make this determination.
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6 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially.
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• a decrease in transaction reversal losses primarily due to lower transaction activity; offset in part by
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• changes in employee-related costs due to higher average headcount, reflecting, in part, the transition of certain customer support roles from external service providers to employees, which was more than offset by the Restructuring for the three months ended September 30, 2026 and partially offset by the Restructuring for the nine months ended September 30, 2026. General and administrative average headcount increased 3% and 18%, respectively. In addition, for the three months ended comparative period, stock-based compensation expense was lower, primarily associated with performance-based awards granted in prior periods;
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• a decrease in professional services, primarily legal advisory fees, incurred during the 2025 periods, including those relating to business combinations and strategic investments, which did not recur to the same extent in the current periods; and
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hypothetical gains or losses since December 31, 2025 primarily reflects an increase in the units of crypto assets held for investment.
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On September 8, 2026, Emilie Choi, the Company’s President and Chief Operating Officer, entered into a Rule 10b5-1 Plan (the “Choi Plan”) providing for the potential sale of up to 1,560,453 shares of Class A common stock (i) owned by Ms. Choi, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock and (ii) held by the Starvurst Exempt Trust, of which Ms. Choi’s spouse is a co-trustee, plus an additional undetermined number of shares of Class A common stock to be received by Ms. Choi upon the future grant, vesting, and settlement of restricted stock units for shares of Class A common stock, so long as the market price of the Class A common stock satisfies certain threshold prices specified in the Choi Plan, between an estimated start date of January 4, 2027 and December 31, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Choi Plan or the occurrence of certain events set forth therein. The Choi Plan provides for the sale of shares of Class A common stock (i) net of certain shares sold pursuant to Ms. Choi’s prior Rule 10b5-1 Plan dated August 12, 2025 (the “Prior Choi Plan”), (ii) to be received upon the future grant, vesting and settlement of certain restricted stock units, and (iii) to be received upon the future vesting and settlement of certain outstanding restricted stock units and performance restricted stock units, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations. The number of shares (i) to be sold under the Prior Choi Plan, (ii) to be received by Ms. Choi upon the future grant, vesting, and settlement of restricted stock units for shares of Class A common stock, and (iii) to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Choi Plan, can only be determined upon the occurrence of future events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) subtracting any shares sold under the Prior Choi Plan, (ii) including any shares to be sold upon the future vesting and settlement of any restricted stock units that have not yet been granted, and (iii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events.
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Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Work on COIN in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/COIN/export.csv") into a cell.
