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.

• Threat actor improperly obtained certain customer account info and internal documentation, used for social-engineering; no passwords/private keys compromised.May 15, 2025
• Coinbase obtained MiCA license for crypto asset service provider.June 2025
• The GENIUS Act established a federal regulatory framework for payment stablecoins.July 2025
• Authorization to acquire Deribit, a cryptocurrency derivatives exchange, expanding into international options and perpetual swaps.August 2025
• Acquisitions of CBAM and Deribit resulting in cryptocurrencies stored at third-party custodians.
• SEC Chairman Atkins stated most crypto assets are not securities and SEC will coordinate with CFTC on token taxonomy.November 12, 2025
• Obligations under the 2026 Convertible Notes
• Obligations under the 2029 Convertible Notes
• Obligations under the 2030 Convertible Notes
• Obligations under the 2032 Convertible Notes
• Obligations under the Senior Notes
• Acquisition of Deribit in August 2025 added international cryptocurrency options and perpetual swapsAugust 2025
• Circle provides creation and redemption services for USDC under partnership.
• Silvergate Capital Corp. and Signature Bank closures in March 2023 caused temporary inability to transfer fiat currencies outside standard business hours.March 2023
• In June 2022 the Retail User Agreement was updated to clarify applicability of UCC Article 8 to custodied crypto assets.June 2022
• Approximately $7.28 billion in aggregate principal amount of outstanding long-term indebtedness as of December 31, 2025December 31, 2025
• $1.74 billion of Senior Notes
• $1.27 billion of 2026 Convertible Notes
• $1.50 billion of 2029 Convertible Notes
• $1.27 billion of 2030 Convertible Notes
• $1.50 billion of 2032 Convertible Notes
• Partnerships or joint ventures with third parties, such as Circle, involve third parties receiving and holding customer funds.
• In 2025, we experienced approximately 10 outages with an average duration of 74.2 minutes2025
• Mt. Gox, then the largest crypto asset platform worldwide, filed for bankruptcy in February 2014 after an estimated 700,000 Bitcoins were stolenFebruary 2014
• Binance was hacked in May 2019, resulting in losses of approximately $40 millionMay 2019
• Bitfinex settled a legal dispute with the State of New York in February 2021 related to alleged misuse of over $800 million of customer assetsFebruary 2021
• The Ethereum and Ethereum Classic split in July 2016 resulted in replay attacks causing losses to platforms through at least October 2016July 2016
• Replay attacks occurred in the Bitcoin Cash and Bitcoin Cash SV network split in November 2018November 2018
• In April 2018, a batch overflow bug in Ethereum-based ERC20-compatible smart contract tokens allowed hackers to create a large number of tokensApril 2018
• In March 2020, a design flaw in the MakerDAO smart contract caused forced liquidations at discounted prices, resulting in millions of dollars of lossesMarch 2020
• SAB 121 issued March 31, 2022 changed how companies safeguarding crypto assets report them on balance sheet and required retrospective application as of January 1, 2022March 31, 2022
• SAB 122 issued January 2025 rescinded SAB 121 interpretive guidanceJanuary 2025
• We adopted SAB 122 as of December 31, 2024 on a retrospective basisDecember 31, 2024
• Coinbase launched its Innovation Political Action Committee in February 2022February 2022
• Coinbase supported the launch of the Fairshake Political Action Committee in December 2023December 2023
• In December 2019, Apple instructed the removal of certain decentralized application features from the Coinbase app to comply with Apple App Store policiesDecember 2019
• March 2023: Silvergate Capital Corp. announced wind-down and liquidation of Silvergate BankMarch 2023
• FDIC appointed receiver of Silicon Valley Bank and Signature Bank in March 2023March 2023
• Prices of fiat-backed stablecoins, including USDC, were temporarily impacted by March 2023 banking instabilityMarch 2023
• Tax Cuts and Jobs Act of 2017 imposed new limitations on deductions for business interest and use of net operating loss carryforwards2017
• Inflation Reduction Act of 2022 imposed a 15% minimum tax on adjusted financial statement income for certain corporations and an excise tax on stock repurchases2022