COIN

Summary generating — check back in a moment.

Summary generating — check back in a moment.

Summary generating — check back in a moment.

Q1 2026 net revenue collapsed 31% YoY to $1.34B from $1.94B, driven entirely by lower transaction volumes as crypto market activity softened materially from the post-election euphoria of Q1 2025. Transaction fees remain the dominant revenue engine, but subscription and services revenue (staking, USDC interest, custody) provided partial offset and continues to grow as a share of the mix. The Deribit acquisition (closed August 2025 for $4.3B) added derivatives capability and scale but also layered in $1.39B of amortizable intangibles and incremental D&A, which nearly doubled YoY to $68M. Operating leverage deteriorated sharply: total operating expenses rose 8% YoY to $1.43B against the revenue decline, flipping operating income from +$706M to a -$21M loss. Technology and development surged 48% to $526M, reflecting Deribit integration costs and continued platform investment. Stock-based compensation hit $248M, up 30% YoY, and the data theft incident added $8.6M in net losses. Adjusted EBITDA cratered from $930M to $303M, a 67% decline, underscoring how operationally leveraged the model remains to spot trading volumes. Below the operating line, $482M in crypto investment mark-to-market losses (unrealized) drove the GAAP net loss to $394M versus $66M net income a year ago. Liquidity remains robust at $10.4B in cash and marketable investments, and management is deploying capital aggressively—$1.06B in share repurchases in the quarter alone under a $4B authorized program with $2.1B remaining. Institutional financing demand is accelerating, with net loan originations up meaningfully and short-term crypto-denominated borrowings at $565M. The $7.3B long-term debt load includes $1.3B due within 12 months, which management intends to retire with cash. The central operational risk is the revenue-to-cost structure: with fixed and semi-fixed costs now anchored at a higher base post-Deribit, any sustained weakness in crypto trading volumes will continue to pressure margins severely.

Coinbase filed this 8-K to furnish its Q1 2026 earnings presentation (for the quarter ended March 31, 2026), along with notice of an accompanying investor conference call. The earnings presentation is attached as Exhibit 99.1 and is furnished, not filed, under Item 2.02.

Coinbase announced a restructuring plan on May 5, 2026, cutting approximately 700 employees (~14% of global workforce) to reduce operating expenses and optimize for AI. Total restructuring charges are estimated at $50–$60 million, substantially all cash-based severance and termination costs, expected to be recognized in Q2 2026.

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.