Coinbase Global, Inc. (COIN) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Coinbase Global, Inc. surfaced in its latest filing.

• A threat actor improperly obtained information about certain customer accounts and internal documentation, as disclosed in a Current Report on Form 8-K filed with the SEC on May 15, 2025. No passwords or private keys were compromised. The company continues to face governmental investigations, regulatory scrutiny, and ongoing litigation related to this incident.May 15, 2025
• MiCA license obtained in June 2025, introducing a comprehensive authorization and compliance regime for crypto asset service providers in the EU.June 2025
• In July 2025, the United States enacted the GENIUS Act, establishing a federal regulatory framework for payment stablecoins and their issuers and custodians.July 2025
• The SEC launched a crypto task force in January 2025 to develop a regulatory framework for crypto assets.January 2025
• On November 12, 2025, SEC Chairman Atkins stated that most crypto assets are not securities and that the SEC would coordinate with the CFTC on a token taxonomy including 'digital commodities.'November 12, 2025
• The closures of Silvergate Capital Corp. and Signature Bank in March 2023 and the cessation of their real-time fiat currency payment networks caused a temporary inability to transfer fiat currencies outside of standard business hours.March 2023
• USDC stablecoin price was temporarily impacted by the FDIC receivership of Silicon Valley Bank and Signature Bank in March 2023.March 2023
• Silvergate Capital Corp. announced wind-down and liquidation of Silvergate Bank in March 2023.March 2023
• In June 2022, the company updated its Retail User Agreement to clarify the applicability of Uniform Commercial Code Article 8 to custodied crypto assets.June 2022
• Acquisition of Deribit in August 2025.August 2025
• Acquisition of Coinbase Asset Management (formerly One River Digital Asset Management).
• Previously conducted layoffs and workforce reductions aimed at cutting costs and responding to economic shifts.
• In February 2022, launched the Coinbase Innovation Political Action Committee to support crypto-forward political candidates and initiatives.February 2022
• In December 2023, supported the launch of the Fairshake Political Action Committee, which supports political candidates who support crypto and blockchain innovation or opposes those who do not.December 2023
• In October 2024, the board authorized a share repurchase program for up to $1.0 billion of outstanding Class A common stock without expiration. In October 2025, increased authorization to $2.0 billion and expanded scope to include convertible and senior notes. In January 2026, further increased authorization to $4.0 billion.October 2024, October 2025, January 2026
• 2026 Convertible Notes, 2029 Convertible Notes, 2030 Convertible Notes, 2032 Convertible Notes, and Senior Notes outstanding. As of December 31, 2025, approximately $7.28 billion in aggregate principal amount of outstanding long-term indebtedness.December 31, 2025
• The company has filed a registration statement to register shares reserved for future issuance under its equity compensation plans.
• Certain holders have rights to require the company to file registration statements for the public resale of their Class A common stock or to include their shares in registration statements.
• Replay attacks during the Ethereum/Ethereum Classic split in July 2016 caused significant losses to some crypto asset platforms through at least October 2016.July 2016
• Replay attacks occurred in connection with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018.November 2018
• An April 2018 batch overflow bug in many Ethereum-based ERC20-compatible smart contract tokens allowed hackers to create tokens, causing multiple platforms to shut down trading.April 2018
• A March 2020 design flaw in the MakerDAO smart contract caused forced liquidations of crypto assets at significantly discounted prices, resulting in millions of dollars of losses.March 2020
• IRS Notice 2014-21 treats virtual currency as property, not currency, and may be held as a capital asset.2014
• 2021 Infrastructure Investment and Jobs Act imposes broker reporting obligations for digital asset transactions.2021
• 2024 Final Regulations on digital asset tax information reporting applicable as of January 1, 2025.January 1, 2025
• SEC Staff Accounting Bulletin (SAB) 121 issued March 31, 2022 changed balance sheet reporting for safeguarded crypto assets, required retrospective application as of January 1, 2022. SAB 122 issued January 2025 rescinded SAB 121 interpretive guidance, adopted retrospectively as of December 31, 2024.March 31, 2022 and January 2025
• Tax Cuts and Jobs Act (TCJA) enacted in 2017 reduced U.S. federal corporate income tax rate and changed international business rules.2017
• Inflation Reduction Act of 2022 imposed a 15% minimum tax on adjusted financial statement income and an excise tax on stock repurchases beginning in 2023.2022
• OECD BEPS Project framework approved by over 150 countries imposes a minimum tax rate of 15%.
• In December 2019, Apple instructed the company to remove certain features related to decentralized applications from the Coinbase app.December 2019
• Event contract products have drawn scrutiny from federal and state regulators and resulted in litigation that the company is party to.
• Litigation exists against other companies that offer event contracts, and courts may conclude that state laws are not preempted by the CEA or that outcome-based event contracts are not swaps under CFTC jurisdiction.
• The company is currently subject to shareholder litigation, as described in the 'Legal Proceedings' section.
• The company has submitted voluntary disclosures to OFAC or responded to administrative subpoenas from OFAC, though none has resulted in a monetary penalty or finding of violation.
• The company continues to engage in activity in Russia and Belarus and with customers associated with these countries, subjecting it to further sanctions exposure following the Russian invasion of Ukraine.
• The legal test for determining whether a crypto asset is a security relies on the 1946 U.S. Supreme Court case SEC v. W.J. Howey Co.1946
• The legal test for determining whether a crypto asset is a note relies on the 1990 U.S. Supreme Court case Reves v. Ernst & Young.1990
• The CFTC has confirmed that at least Bitcoin, ether, litecoin, and stablecoins like USDC, USDT, and BUSD are commodities under the CEA.
• The board has authorized the issuance of 'blank check' preferred stock and common stock, which could be used to issue capital stock as blockchain tokens, implement a shareholder rights plan, or issue other preferred or common stock.
• The company may issue shares of capital stock, including in the form of blockchain tokens, to customers in connection with customer reward or loyalty programs.
• Dual class stock structure: Class B common stock has twenty votes per share, Class A common stock has one vote per share. CEO and related trusts control a majority of voting power.
• The board increased aggregate repurchase authorization from $1.0 billion to $2.0 billion in October 2025.October 2025
• The board approved a $2.0 billion increase to the repurchase program authorization in January 2026, raising it to $4.0 billion.January 2026