COIN

Board member Paul Clement notified Coinbase on April 7, 2026 that he will not stand for re-election at the 2026 Annual Meeting; the Board plans to reduce its size from ten to nine directors upon expiration of his term.

Net revenue grew 10% to $6.9 billion in 2025, but profitability compressed sharply: net income fell 51% to $1.26 billion and Adjusted EBITDA dropped 16% to $2.81 billion. Transaction revenue was essentially flat at $4.1 billion — consumer revenue actually declined 3% as fee-rate compression from Simple-to-Advanced user mix shift outweighed a 7% volume increase, while institutional transaction revenue jumped 39% largely from Deribit derivatives post-acquisition. Subscription and services revenue was the standout, rising 23% to $2.83 billion driven by stablecoin revenue surging 48% on higher average USDC balances both on- and off-platform, partially offset by an 89-basis-point drop in interest rates that cost roughly $291 million in stablecoin revenue alone — making rate sensitivity a front-and-center risk for 2026. On the cost side, transaction expense rose 14% to $1.02 billion, pressured by an 81% spike in transaction rebates and commissions tied to institutional liquidity providers on the international exchange and a 67% jump in transaction reversal losses on higher volume. Technology and development costs climbed 14% to $1.67 billion, with website hosting up 41% and headcount costs rising modestly to support international expansion. The overall cost structure is expanding faster than revenue on a percentage basis, which explains the EBITDA margin contraction despite top-line growth. Assets on Platform declined 7% to $376 billion as crypto asset price declines across most tokens offset unit growth in Bitcoin. Management's strategic framing centers on becoming the "Everything Exchange" — scaling derivatives globally via Deribit, growing U.S. perpetual futures, and accelerating USDC as payments infrastructure with the Coinbase One Card and new distribution partnerships. MTUs grew 10% to 9.2 million, driven notably by passive engagement through staking and USDC rewards programs rather than pure trading activity. For Q1 2026, operating expense guidance signals roughly flat T&D and G&A versus Q4 2025 and flat-to-lower sales and marketing, suggesting management is being disciplined on cost growth while acknowledging that further Fed rate cuts remain a material headwind to the subscription and services revenue line.

Coinbase reported Q4 and full-year 2025 financial results via a shareholder letter filed February 12, 2026, with an accompanying conference call to discuss the results.

Coinbase completed its reincorporation from Delaware to Texas, effective December 15, 2025 at 5:00 p.m. ET, with all outstanding shares, equity awards, and convertible notes (2026, 2029, 2030, and 2032) automatically converting on a one-for-one basis into Texas corporation equivalents; the COIN ticker on Nasdaq is unchanged and no shareholder action is required.

MD&A summary generating — check back in a moment.

Coinbase released its Q3 2025 financial results via a shareholder letter on October 30, 2025, covering the quarter ended September 30, 2025, with an accompanying earnings conference call. The full results are in Exhibit 99.1, furnished but not filed for Exchange Act liability purposes.