Coinbase Global, Inc. Class A Common Stock

Technology infrastructure · Technology systems and infrastructure failure

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.

Information management · Technology vendor dependence

We depend on major mobile operating systems and third-party platforms for the distribution of certain products. If Google Play, the Apple App Store, or other platforms prevent customers from downloading our apps, our ability to grow may be hindered and our business, operating results, and financial condition could be adversely affected.

Cybersecurity and data protection · Third party data security and vendors

We rely on third parties in connection with many aspects of our business, including payment processors, financial institutions, and payment gateways to process transactions; cloud computing services and data centers that provide facilities, infrastructure, smart contract development, website functionality and access. These third parties may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, data theft or loss.

Legal and litigation · Litigation and legal proceedings

We are, and may continue to be, subject to litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could adversely affect our business, operating results, and financial condition.

Tax and financial reporting · Financial reporting and accounting standards

The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could fluctuate. The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board.

Legal and litigation · Intellectual property disputes

A particular crypto asset, product or service's status as a 'security' in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which could adversely affect our business, operating results, and financial condition.

Strategic execution · Joint venture and partnership risks

We have in the past, and may in the future, enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties. For example, Circle provides us with creation and redemption services for USDC, including the operational capabilities required for our USDC customer-facing services. If Circle fails to provide certain operational services, our ability to maintain our current level of offerings and customer experience for USDC could be harmed.

Customer and revenue · Revenue concentration in specific products or segments

Our net revenue is concentrated in a limited number of areas, such as transactions in Bitcoin and Ethereum for transaction revenue and stablecoin revenue in connection with payment stablecoins. For the years ended December 31, 2025 and 2024, we derived a meaningful amount of our net revenue from transaction fees generated in connection with the trading of Bitcoin and Ethereum; these trading pairs drove approximately 45% and 46% of total Trading Volume on our platform during these periods, respectively.

Strategic execution · Merger acquisition and divestiture risks

Any acquisitions and investments that we make could require significant management attention, disrupt our business, result in dilution to our shareholders, and could adversely affect our business, operating results, and financial condition. 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.

Human capital and workforce · Key personnel dependence and succession

Our culture emphasizes innovation, and if we cannot maintain this culture, our business, operating results, and financial condition could be adversely affected. We believe that our entrepreneurial and innovative corporate culture has been a key contributor to our success.

Core operations · Operational disruption and business continuity

Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely affect our brand, reputation, business, operating results, and financial condition. Our platform, the ability of our customers to trade, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying the supported crypto assets.

Supply chain and procurement · Supplier operation and dependance

We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers. We rely on third parties in connection with many aspects of our business, including payment processors, financial institutions, and payment gateways to process transactions.

Market and investment · Asset valuation and impairment

We hold certain investments in DeFi protocols and may suffer losses if they do not function as expected. We hold investments in various DeFi protocols. These protocols achieve their investment purposes through self-executing smart contracts that allow users to invest crypto assets in a pool from which other users can borrow.

International and currency · Foreign exchange and currency exposure

We are exposed to fluctuations in foreign currency exchange rates. Our exposure to fluctuations in foreign currency exchange rates through our international operations could have a negative impact on our operating results and financial condition.

International and currency · International operations and emerging markets

As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.

Capital structure and performance · Financial performance volatility

Our operating expenses may increase in the future and we may not be successful in increasing our revenue to sufficiently offset these higher expenses, which could impact our ability to achieve profitability or positive cash flow from operations on a consistent basis and cause our business, operating results, and financial condition to be adversely affected.

Corporate governance · Internal controls and risk management

If we fail to maintain an effective system of disclosure controls and procedures and internal control over our financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. As a public company we incur significant legal, accounting, and other expenses.

Corporate governance · Shareholder rights and activism

The dual class structure of our common stock has the effect of concentrating voting control with those shareholders, including our directors, executive officers, and 5% shareholders, and their affiliates. As a result of this structure, our Chief Executive Officer and trusts established by our Chief Executive Officer collectively have control over key decision making as a result of controlling a majority of our voting stock.

Economic and market conditions · Economic recession and downturns

Adverse economic conditions could adversely affect our business. Our performance is subject to general economic conditions, and their impact on the crypto asset markets and our customers. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy.

Natural and catastrophic events · Natural disasters and extreme weather

We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations. Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy.