Coinbase 2025年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Coinbase Global, Inc. (Exact name of registrant as specified in its charter) Not Applicable (Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Non-accelerated filer☐Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s mostrecently completed second fiscal quarter, was $74.2 billion based on the closing sales price of the registrant’s Class A common stock as reported on Nasdaq Global SelectMarket on that date. As of February5, 2026, the number of shares of the registrant's Class A common stock outstanding was 223,041,278 and the number of shares of the registrant's Class Bcommon stock outstanding was 41,033,891. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, or Proxy Statement, to be filed within 120 days after the end of the fiscalyear covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in thisAnnual Report, the Proxy Statement shall not be deemed to be filed as part hereof. TABLE OF CONTENTS PagePart I7Item 1. Business7Item 1A. Risk Factors21Item 1B. Unresolved Staff Comments84Item 1C. Cybersecurity84Item 2. Properties85Item 3. Legal Proceedings86Item 4. Mine Safety Disclosures86Part II86Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities86Item 6. [Reserved]88Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations89Item 7A. Quantitative and Qualitative Disclosures About Market Risk105Item 8. Financial Statements and Supplementary Data111Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures167Item 9A. Controls and Procedures167Item 9B. Other Information168Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections169Part III169Item 10. Directors, Executive Office