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•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
The 10-K against last year's
304 changes: 54 added, 66 removed, 178 reworded, 6 quiet changes
10-K 0001679788-26-000015 (2026-02-12) vs 10-K 0001679788-25-000022 (2025-02-13)
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The paragraph that changed most in each section
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Risk Factors 492 words changed in this paragraph; it is 41% similar to last year's version.
Because we have offered and will continue to offer a variety of innovative products and services to our customers, many of our offerings are subject to significant regulatory uncertainty and we from time to time face regulatory inquiries regarding our current and planned products. For instance, we purchase USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars, from Circle and sell it to customers on our platform. The regulatory treatment of fiat-backed stablecoins is highly uncertain and has drawn significant attention from legislative and regulatory bodies around the world. The issuance, purchase, and sale of such stablecoins may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, anti-money laundering, commodities, securities, sanctions, and other laws and regulations in the United States and in other jurisdictions. There are substantial uncertainties on as to how these requirements would apply in practice, and we may face substantial compliance costs to operationalize and comply with these rules. Certain products In July 2025, the United States enacted the Guiding and services Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), which establishes a federal regulatory framework for “payment stablecoins” and their issuers and custodians. As a distributor and ecosystem partner of stablecoins, Coinbase may directly and indirectly be subject to these requirements. Additionally, our event contract products, which allow customers to trade on the outcome of future events, are subject to complex and evolving legal and regulatory frameworks and interpretation. Event contracts, whether offered by us that we believe are not subject to regulatory oversight, or are only subject to certain regulatory regimes, such as Coinbase Wallet, a standalone mobile application that allows customers to manage their own private keys and store their crypto assets directly on their mobile devices, may cause us to be deemed to be engaged in a form of regulated activity for which licensure is required or cause us to become subject to new and additional forms of regulatory oversight. We also offer various staking, rewards, and lending products, all of which are subject to significant regulatory uncertainty, and could implicate a variety of laws and regulations worldwide. For example, there is regulatory uncertainty regarding the status of our staking, lending, rewards, and other yield-generating activities under the U.S. others, have drawn scrutiny from federal and state securities laws. While we have implemented policies regulators and procedures, including geofencing for certain products and services, designed to help monitor for and ensure compliance with existing and new laws and regulations, there can be no assurance resulted in litigation that we are party to as well as litigation against other companies that offer event contracts. Regulators and authorities in various jurisdictions may assert that these offerings constitute gambling, sports betting, or other regulated activities under state or local laws, rather than federally regulated financial instruments. For example, courts may conclude that state laws attempting to prevent the trading of CFTC-regulated sports-related event contracts are not preempted by the CEA, or that outcome based event contracts are not “swaps” falling within the jurisdiction of the CFTC, which could impact our employees, contractors, ability to offer certain event contracts in one or more states and agents will not violate or otherwise fail could lead to comply with such laws adverse litigation and regulations. To the extent that we or our employees, contractors, or agents are deemed or alleged to have violated or failed to comply with any laws or regulations, including related interpretations, orders, determinations, directives, or guidance, we or they could be subject to a litany of civil, criminal, and administrative fines, penalties, orders and actions, including being required to suspend or terminate the offering of certain products and services. Moreover, to the extent our customers nevertheless access our platform, products or services outside of jurisdictions where we have obtained required governmental licenses and authorization, we could similarly be subject to a variety of civil, criminal, and administrative fines, penalties, orders and regulatory actions as a result of such activity. against us.
Source: Item 1A, 10-K 0001679788-26-000015 vs Item 1A, 10-K 0001679788-25-000022
MD&A 237 words changed in this paragraph; it is 42% similar to last year's version.
We primarily receive hold and use crypto assets for various purposes. Crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, are received in the ordinary course of business and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment are converted to cash or to use them used to fulfill expenses, primarily blockchain rewards, nearly immediately. In order to facilitate institutional financing, we hold crypto assets we borrow, as well as crypto assets customers pledge as collateral against certain of our loans to them. We do not use these assets as a source of liquidity otherwise. Crypto assets held for investment are primarily long-term holdings and in certain cases fulfill capital requirements set by regulators (see also Capital requirements below). We do not plan to engage in regular trading of these crypto assets but may purchase additional crypto assets for investment as a buy and hold strategy. In case of a liquidity stress event, or for other episodic purposes, which may necessitate the use of these assets, we may change our policy and sell crypto assets held for investment to generate liquidity. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our Our crypto assets held for operations 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. See Note 5. Crypto Assets Held As of December 31, 2025, we held the following crypto assets: $120.8 million held for Operations of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, operations, $822.8 million held as collateral, $318.8 million that were borrowed, and $2.0 billion held for additional details. investment.
Source: Item 7, 10-K 0001679788-26-000015 vs Item 7, 10-K 0001679788-25-000022
Accounting Policies 154 words changed in this paragraph; it is 53% similar to last year's version.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001679788-26-000015 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001679788-25-000022
Legal Proceedings 6 words changed in this paragraph; it is 98% similar to last year's version.
We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. However, we are subject to regulatory oversight by numerous state, federal, and foreign regulators and we are and we may become subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business. For example, we have received investigative subpoenas and other inquiries from various state agencies and attorneys general for documents and information pertaining to our business practices and policies, customer complaints, asset launches, certain ongoing litigation, and certain transfers of crypto assets. In addition, we have received investigative subpoenas from the SEC and similar subpoenas and demand letters from various regulators for documents and information, including about certain customer programs, operations, and existing and intended future products, including our processes for listing assets, the classification of certain listed assets, our staking programs, and our stablecoin and yield-generating products. We intend to cooperate fully with such investigations. These examples are not exhaustive.
Source: Item 3, 10-K 0001679788-26-000015 vs Item 3, 10-K 0001679788-25-000022
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Sentences and paragraphs of COIN's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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,
AddedRisk Factors
from other similarly situated businesses that engage in regulatory arbitrage to avoid the compliance costs associated with regulatory changes.
AddedRisk Factors
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
AddedRisk Factors
from Coinbase’s own and other client funds, and uses tightly controlled settlement flows to preserve access to global liquidity and fast execution.
AddedRisk Factors
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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AddedRisk Factors
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
AddedRisk Factors
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
AddedRisk Factors
things, specialized employees and complementary companies, products, services, licenses, or technologies.
AddedRisk Factors
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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If the July 2023 Rule Proposals were to be adopted (as proposed or otherwise) and found to apply to our business, such laws or if similar rules were to be adopted and found to apply to our business in any other jurisdiction in which we operate, we regulations may be required impose obligations on us that may require us to modify, limit, or discontinue our use of certain technologies and features used in connection with our products and services and/or to change the way that we interact with existing and prospective customers. customers, which could adversely affect our business, operating results, and financial condition.
RewordedRisk Factors
Moreover, we offer and may in the future offer products and services whose functionality or value depends in part that may depend on our novel forms of customer engagement and interaction delivered via blockchain protocols, particularly as it relates to management of token transaction smart contracts, liquid staking, asset tracking, or other applications that provide novel forms of customer engagement and interaction delivered via blockchain protocols. applications.
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Our restated certificate of incorporation, bylaws, to the fullest extent permitted by law, provides that the Business Court of Chancery in the First Business Court Division of the State of Delaware Texas is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim that is based upon a breach of fiduciary duty; any action asserting a claim against us duty owed by, or other wrongdoing by, any current or former director, officer, stockholder, shareholder, employee or agent of ours, arising pursuant to the DGCL, TBOC, our restated certificate of incorporation, formation, or our restated bylaws; any action asserting a claim against us that is governed by the internal affairs doctrine; or any action asserting an “internal corporate claim” as defined in Section 115 2.115 of the DGCL. TBOC.
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Our systems, the systems of our third-party service providers and partners, and certain crypto asset and blockchain networks have experienced from time to time, and may experience in the future service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.
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There is a risk that we may not have proper properly implement processes and procedures necessary to comply with the Final Regulations, may not be able to interpret misinterpret the IIJA, the Final Regulations, or the administrative guidance correctly, guidance, or may not be able to build experience disruptions in the systems within the required timelines to ensure compliance for certain customers or transactions. recently built.
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In addition, as a result of the myriad of regulations, regulations or the risks of crypto assets generally, the adverse reputational impact of the 2022 Events on our industry, or in the event of an adverse outcome of the June 2023 SEC Complaint, financial institutions in the United States and globally may decide to not provide, or be prohibited from providing, account, custody, or other financial services to us or the cryptoeconomy our industry generally.
RewordedRisk Factors
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.
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However, these DeFi protocols are subject to various risks, including uncertain regulatory and compliance conditions in large markets such as the United States, the risk that the underlying smart contract is insecure, the risk that borrowers may default and the investor will not be able to recover its investment, the risk that any underlying collateral may experience significant volatility, and the risk of certain core developers with protocol administration rights can make unauthorized
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Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition.
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Financial Conduct Authority and Authority, a licensed electronic money institution under the Central Bank of Ireland, a MiCA-licensed crypto asset service provider supervised by the Commission de Surveillance du Secteur Financier in Luxembourg, and a limited purpose trust company chartered by the NYDFS, our banking financial institution partners view us as a higher risk customer for purposes of their anti-money laundering programs.
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We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.
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For a description of such our material litigation, regulatory investigations, and other proceedings, see Note 21.
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The Final Regulations will require us to invest substantially in new compliance processes and procedures, which also could adversely affect our financial position.
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For example, future changes in our stock ownership, the causes of which may be outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended, which could limit our use of such tax assets in certain circumstances.
AddedMD&A
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.
AddedMD&A
(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.
AddedMD&A
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.
AddedMD&A
(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.
AddedMD&A
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.
AddedMD&A
◦an increase of $277.0 million attributed to a 7% increase in consumer Trading Volume; and
AddedMD&A
•an increase in institutional transaction revenue driven by an increase of $152.0 million attributed to derivatives trading, due mainly to the acquisition of Deribit.
AddedMD&A
◦$417.7 million due to higher average USDC balances held in Coinbase products1; and
AddedMD&A
◦a decrease of $290.8 million due to lower average interest rates, which declined 89 basis points; and
AddedMD&A
1 Includes corporate USDC balances and USDC held on behalf of customers in eligible Coinbase products.
AddedMD&A
•an increase in transaction reversal losses primarily driven by higher transaction volume; offset in part by
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•a decrease in blockchain transaction fees within other, primarily due to lower average Ethereum gas fees.
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(i) other (income) expense, income, net, as the income and expenses recognized in this line item are not part of our core operating activities and are considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment (post-adoption of ASU 2023-08) because such investments are considered primarily long-term holdings, we do not plan on engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part of our revenue generating activities, which are based on transactions on our platform and the sales of subscriptions and services, and (iii) the impact of our restructuring in 2023, which was not losses directly related to our normal business operations. the Data Theft Incident, including voluntary customer reimbursements, direct legal costs, and reward payments, if any, in connection with the threat actor’s arrest and conviction.
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Year Ended December 31, Change 2025 2024 2023 % Trading Volume Volume(1) (in billions) Consumer $ 221 239 $ 75 195 224 7 Institutional 941 393 139 982 965 2 Total Trading Volume $ 1,162 1,221 $ 468 148 1,189 3 Trading Volume by crypto asset Bitcoin 32 29 % 34 33 % (6) (12) Ethereum 16 13 23 USDT 6 12 20 (40) USDT(1) 13 11 18 (50) Other crypto assets(2) 43 35 23 49 42 17 Total 100% 100% 100 % 100 %
RewordedMD&A
Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 2,556,844 $ 922,951 2,426,383 $3,103,935 Net cash (used in) provided by used in investing activities (282,385) 5,392 (2,049,550) (201,003) Net cash provided by (used in) financing activities 2,828,921 (811,332) 740,282 2,903,078 Net increase in cash, cash equivalents, and restricted cash and cash equivalents $ 5,103,380 $ 117,011 1,117,115 $5,806,010 Change in customer custodial cash and cash equivalents $ 1,634,934 $ (585,666) (754,370) $1,634,934
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In the first quarter of 2025, 2026, we expect the aggregate of technology and development and general and administrative expenses to grow modestly as compared to generally be in line with that of the fourth quarter of 2024, primarily due to headcount growth and variable infrastructure and customer support expenses. 2025.
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Our ability to meet our requirements and plans for cash, including meeting our working capital and capital expenditure requirements, will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our platform, the continuing market acceptance of our products and services, the introduction of new subscription products and services on our platform, expansion of sales and marketing activities, and overall economic conditions.
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AOP also represents our a monetization opportunity for subscription through our products and services, including from trading and the adoption and use of USDC, payment stablecoins, staking, custody, Prime Financing, and Coinbase One. institutional financing, when customers use these assets to engage with these products and services.
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Other revenue increased for the year ended December 31, 2024 2025 as compared to 2023, primarily 2024, largely reflecting an increase of $85.3 million due to higher average cash and cash equivalents balances. balances, offset by lower average interest rates earned on these balances, which declined 89 basis points.
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We anticipate satisfying both our short-term and long-term cash requirements with our existing cash and cash equivalents and USDC and with future cash flows from operations operations, future sales of marketable investments, and may satisfy our long-term cash requirements additionally with proceeds from a potential future equity or debt financing.
Quiet changesMD&A
The incurrence of additional debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Quiet changesMD&A
We hold strategic investments in primarily privately held companies in the form of equity securities without readily determinable fair values in which we do not have a controlling interest or significant influence.