COINCoinbase

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“In February 2023, we entered into a master services agreement, as amended from time to time, with Haun Ventures Management LP (“Haun Ventures”), where Ms. Haun, who was at that time a member of our Board of Directors, is founder and general partner, for the provision of professional and consulting services to us by Mr. Lehane, a member of our Board of Directors, in exchange for a cash payment by us to Haun Ventures of a quarterly fee of $1.0 million. The payment was intended to offset the estimated costs incurred by Haun Ventures for the continued employment of Mr. Lehane by Haun Ventures. The MSA was mutually terminated in April 2024 prior to Mr. Lehane joining our Board of Directors.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“Ms. Davies is an advisor and former Chief Financial Officer and Executive Vice President of Global Finance of Aon plc (“Aon”). Aon is a vendor of ours, and we made payments to Aon of approximately $13.1 million in the year ended December 31, 2024. These transactions were based on arms-length agreements entered into in the ordinary course of business.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000 and (ii) any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“From time to time in the ordinary course, we invest in companies through Coinbase Ventures, our venture capital arm, and certain of those investments are into companies in which entities affiliated with our directors, executive officers, or holders of more than 5% of our capital stock (collectively, “Related Parties”) hold a 10% or greater equity interest at the time of our investment. During the applicable period, none of the Related Parties had a direct or indirect material interest in such investments.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Texas law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and officers.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“In June 2025, we entered into a partnership agreement with Shopify, Inc. (“Shopify”), where Mr. Lütke, a member of our Board of Directors, is the Chief Executive Officer, to, among other things, allow Shopify users to make purchases on merchant sites with USDC on Base, pursuant to which Shopify remits monthly payments to us. In April 2026, the partnership agreement was amended to enable cross-chain payment functionality and establish a co-funded rewards program. Under this program, we and Shopify will each contribute $250,000 to the rewards program to fund USDC cashback rewards for Shopify users who make purchases using USDC.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“In the first quarter of 2025, ResearchCoin was approved for listing on our retail trading platform by the digital asset support group of Coinbase, Inc. in accordance with our digital asset support policies and procedures. Mr. Armstrong, our Chairman & Chief Executive Officer, is a co-founder and Chief Executive Officer of ResearchHub Technologies, Inc., the creator of ResearchCoin, and holds a significant percentage of ResearchCoin’s market capitalization. We recognized revenue of approximately $201,273 from ResearchCoin in the year ended December 31, 2025.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

“Additionally, certain of our executive officers, directors, and holders of more than 5% of our capital stock, entities affiliated with such individuals, and immediate family members of, or persons sharing households with, such individuals, have accounts on our platform and use our products and services in the ordinary course. Similar to our other customers, these individuals and entities pay us transaction and other fees related to such use.”

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Policies and Procedures for Related Party Transactions

“Our Audit and Compliance Committee is responsible for reviewing and approving or disapproving all related party transactions. We have adopted written policies and procedures regarding the identification of related parties and transactions, and the approval process for such transactions. Under these policies, any related party transaction will be referred to our Audit and Compliance Committee and such transaction will be evaluated by the disinterested members of our Audit and Compliance Committee. The Audit and Compliance Committee will consider each proposed transaction in light of the specific facts and circumstances presented, including but not limited to the related party’s relationship to the Company and interest in the transaction, the material facts of the proposed transaction, the rationale for the proposed transaction, and any other relevant information with the respect to the proposed transaction.”

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