Coinbase · Earnings release

1

Note: Figures presented may not

sum precisely due to rounding.

[1] Net income included $121 million

in pre-tax losses on our crypto

asset investment portfolio, the vast

majority of which were unrealized.

These losses were $92 million

after reflecting the tax impact.

[2] Adjusted EBITDA is a non-GAAP

financial measure.

[3] $USD resources is defined as

cash and cash equivalents and

USDC (net of USDC lent or

pledged as collateral).

For additional financial information

and a reconciliation between

GAAP and non-GAAP results,

please refer to the reconciliation of

GAAP to Non-GAAP results table

in this shareholder letter and our

Q3 was a solid quarter for Coinbase across our three priorities for 2024: driving revenue, crypto

Fellow

Shareholders,

utility, and regulatory clarity.

In Q3, we generated $1.2 billion in total revenue and $75 million in net income*. Q3 was our 7th

* See footnote [1] below.

consecutive quarter of positive Adjusted EBITDA, which was $449 million. And despite softer market

conditions, we saw average native unit growth across staking, on-platform USDC, and custody,

which helps diversify revenue over the long-run.

We continue to build great products, with a focus on some of the building blocks that are now in

place to help bring one billion users onchain. In Q3, we made significant progress advancing some

of these building blocks — notably, integrating stablecoins across our product suite and growing the

Base network — which is now the #1 L2 in terms of both transactions and total value locked.

Finally, the upcoming 2024 elections are the next major milestone in our ongoing work to drive

regulatory clarity for crypto. The voices of tens of millions of American crypto owners — many in

swing states — have formed an undeniable voting bloc and built momentum on both sides of the

aisle toward pro-crypto legislation. We continue to be a trusted partner to policymakers and

organizations like Fairshake — one of the largest non-partisan PACs — and StandWithCrypto — an

independent grassroots advocacy group with approximately 1.8 million crypto advocates. Looking

beyond Election Day 2024, we are prepared to work with either administration and believe the odds

of pro-crypto legislation are better than ever.

2

Chapter 1: Q3 was a solid quarter and marked our 7th consecutive quarter of positive Adjusted

EBITDA. Q3 total revenue was $1.2 billion, down 17% Q/Q. Transaction revenue was $573 million, down 27%

Q/Q. While average native units grew Q/Q for staking, custody, and on-platform USDC, subscription and

services revenue declined 7% Q/Q to $556 million, largely due to lower average crypto asset prices. Total

operating expenses were $1.0 billion, down 6% Q/Q, while technology & development, general &

administrative, and sales & marketing expenses were collectively $873 million, up 3% Q/Q. Net income was

$75 million and included $121 million in pre-tax losses on our crypto asset investment portfolio — the vast

majority of which were unrealized — as crypto prices were lower on September 30, 2024 as compared to June

30, 2024. These losses were $92 million after reflecting the tax impact. Adjusted EBITDA was $449 million. Our

balance sheet strengthened, as we ended Q3 with $8.2 billion in $USD resources, up $417 million Q/Q. Lastly,

in October 2024, our board of directors authorized a $1.0 billion share repurchase program.

Chapter 2: In Q3, we continued to make important progress against our goals of driving revenue and

crypto utility. We are working to drive revenue growth through products like derivatives, international

expansion, custody, and deeper integration of USDC into the cryptoeconomy. Expanding crypto utility requires

us to build foundational infrastructure that reduces friction, increases network capability, and integrates

seamlessly into everyday use.

Chapter 3: It is clear that crypto has already made its mark as we approach the 2024 elections — and

we remain committed to advancing regulatory clarity. The voices of tens of millions of Americans that own

crypto have been heard, as both Presidential candidates and politicians across the political spectrum have

adopted more favorable positions towards crypto. Looking beyond the elections, we will continue to support

organizations like Fairshake, one of the largest non-partisan PACs, and we remain committed to growing the

influence of StandWithCrypto, which has approximately 1.8 million crypto advocates. We are excited to work

with either administration in 2025 and believe the odds for meaningful, pro-crypto regulation have never been

stronger.

Chapter 4: Q4’24 Outlook. In October, we generated approximately $190 million of total transaction revenue,

and we expect Q4 subscription and services revenue to be within a range of $505-$580 million. We expect Q4

transaction expenses will be in the mid-teens as a percentage of net revenue. We expect technology &

development and general & administrative expenses to range from $690-$730 million. Finally, we expect sales

and marketing expenses to increase Q/Q to $170-$220 million, primarily driven by higher USDC rewards

expense and higher seasonal brand spend.

Select Financial Metrics

FINANCIAL METRICS ($M)

Net Revenue

Net Income (Loss)

(2)

Adjusted EBITDA*

Q3’24 Coinbase Results vs. Outlook

METRIC

Q3 ACTUALS

Subscription and Services Revenue

Transaction Expenses

as a percentage of net revenue

Mid teens as a % of net revenue

Dependent on revenue mix

Technology and Development +

General and Administrative Expenses

including stock-based compensation

including ~$230 million in stock-based

compensation

including $230 million in

stock-based compensation

Sales and Marketing Expenses

including stock-based compensation

including ~$19 million in stock-based compensation

including $19 million in

stock-based compensation

*During the first quarter of 2024,

we revised our definition of

Adjusted EBITDA and recast prior

periods for comparability. For the

revised definition and for a

reconciliation of net income (loss)

to Adjusted EBITDA, please refer

to the section titled “Revised

Definition of Adjusted EBITDA” and

the reconciliation table included at

the end of this shareholder letter.

3

Q3 was a solid quarter and marked our 7th consecutive quarter of positive

Chapter 1

Adjusted EBITDA.

Q3 total revenue was $1.2 billion, down 17% Q/Q. Transaction revenue was $573 million, down 27% Q/Q.

While average native units grew Q/Q for staking, custody, and on-platform USDC, subscription and services

revenue declined 7% Q/Q to $556 million, largely due to lower average crypto asset prices. Total operating

expenses were $1.0 billion, down 6% Q/Q, while technology & development, general & administrative, and

sales & marketing expenses were collectively $873 million, up 3% Q/Q. Net income was $75 million and

included $121 million in pre-tax losses on our crypto asset investment portfolio — the vast majority of which

were unrealized — as crypto prices were lower on September 30, 2024 as compared to June 30, 2024. These

losses were $92 million after reflecting the tax impact. Adjusted EBITDA was $449 million. Our balance sheet

remains strong, as we ended Q3 with $8.2 billion in $USD resources, up $417 million Q/Q. Lastly, in October

2024, our board of directors authorized a $1.0 billion share repurchase program.

Total Revenue ($M)

TOTAL REVENUE

Transaction Revenue

Consumer, net1

Institutional, net

Other transaction revenue1

Total transaction revenue

Subscription and Services revenue

Stablecoin revenue

Blockchain rewards

Interest and finance fee income2

Custodial fee revenue

Other subscription and services revenue2

Total subscription and services revenue

Net Revenue

Corporate interest and other income

Total Revenue

Note: Figures presented may not

sum precisely due to rounding.

1 During the first quarter of 2024,

we reclassified Base and payment-

related revenue from consumer,

net to other transaction revenue.

Prior period amounts have been

reclassified to conform to current

period presentation.

2 During the first quarter of 2024,

we reclassified Prime Financing

fees earned to interest income,

and renamed interest income to

interest and finance fee income.

Prime Financing fees were

previously included in other

subscription and services revenue.

Prior period amounts have been

reclassified to conform to current

period presentation.

4

Transaction Revenue

Total crypto market capitalization was approximately flat Q/Q when comparing the end of Q3 to the end of Q2,

*Crypto Asset Volatility represents

our internal measure of crypto

asset volatility in the market

relative to prior periods. The

volatility is based on intraday

returns of a volume-weighted

basket of all assets listed on our

trading platform. These returns are

used to compute the basket’s

intraday volatility which is then

scaled to a daily window. These

daily volatility values are then

averaged over the applicable time

period as needed.

however average crypto market capitalization decreased 10% Q/Q over the same period. Meanwhile, crypto

asset volatility* — a key driver of trading volume** — declined approximately 5% when comparing the Q3

average with the Q2 average.

Against this macro backdrop, total trading volume in the US spot market — where the majority of our revenue is

derived — declined 18% Q/Q. Total Coinbase trading volume was $185 billion, down 18% Q/Q. Total

transaction revenue was $573 million, down 27% Q/Q.

Consumer Transaction Revenue. Q3 consumer transaction revenue was $483 million, down 27% Q/Q.

**Trading volume represents the

total US dollar equivalent value of

spot matched trades transacted

between a buyer and seller

through our platform during the

period of measurement.

Q3 consumer trading volume was $34 billion, down 8% Q/Q. There are three key takeaways for Q3 regarding

consumer trading:

•First, our share of fiat-crypto trading volume in the US — where the majority of our Consumer revenue

is derived — remained largely steady Q/Q.

•Second, we saw stablecoin pair trading volume grow significantly Q/Q. In part, we believe this growth

was driven by a product update which enabled an easier way for Advanced traders to trade

stablecoins on our platform. While we generate little to no fees on our stablecoin pair trades, growing

adoption of stablecoins (and USDC specifically) is core to our strategy as we monetize USDC via our

commercial arrangement with the issuer of USDC.

•Third, we saw a decrease in non-trading Consumer transaction revenue — this includes revenues

from decentralized trading through Coinbase Wallet and miner fees.

Institutional Transaction Revenue. Q3 institutional transaction revenue was $55 million, down 13% Q/Q.

Q3 institutional spot trading volume was $151 billion, down 20% Q/Q, largely driven by lower volume on our

spot exchange, which serves market makers and other participants who tend to be less active during periods of

low volatility. We saw relative outperformance in both our Prime Broker and our institutional derivatives offering

in Q3, both in the US and through our international exchange.

Other Transaction Revenue. Other transaction revenue was $34 million in Q3, down 35% Q/Q, primarily

driven by lower Base sequencer fee revenue. The number of transactions on Base increased 55% Q/Q as

users and developers took advantage of lower fees (median fees in Q3 were less than $0.01). We believe that

more developers will choose to build their products on Base as the cost to transact becomes lower. This

quarter we saw developer engagement continue to increase, and the number of new contracts deployed more

than doubled from Q2.

5

TRADING VOLUME ($B)

Consumer

Institutional

Total

TRADING VOLUME (% OF TOTAL)

Bitcoin

Ethereum

USDT

Other crypto assets

Total

TRANSACTION REVENUE (% OF TOTAL)

Bitcoin

Ethereum

Solana

*

*

*

Other crypto assets

Total

*Below reporting threshold of 10%

Note: Figures presented may not

sum precisely due to rounding.

Subscription and Services Revenue

Q3 subscription and services revenue was $556 million, down 7% Q/Q. Overall, we were pleased to see

average native units grow Q/Q across staking, custody, and on-platform USDC balances. However, native unit

growth was more than offset by headwinds from lower average crypto asset prices.

Stablecoin revenue was $247 million, up 3% Q/Q. The primary drivers of growth were higher average USDC

on-platform balances — which grew 7% Q/Q to $6.6 billion — and higher average USDC market capitalization

— which grew 5% Q/Q. These drivers were partially offset by lower effective interest rates. At the end of Q3,

we had $8.1 billion in on-platform USDC balances, and USDC market cap reached $36 billion, the highest total

Year-to-date, USDC has been the fastest growing major USD stablecoin. Our platform incentives, combined

with deeper integration of USDC across our products, have been contributors to both market cap and on-

platform balance growth.

Blockchain rewards revenue was $155 million, down 16% Q/Q. The primary driver of the Q/Q decline was

lower average crypto asset prices — notably ETH and SOL. We saw increases in average native units staked

this quarter, and continued to work on commission rate optimization.

Interest and finance fee income was $64 million, down 8% Q/Q. The primary driver of the Q/Q decline was

lower average custodial fiat balances. As a reminder, we do not manage our business to grow these balances,

which can vary quarter-to-quarter with market volatility. In addition, we continue to see good customer

momentum and adoption across Prime Financing, but revenue declined modestly Q/Q as financing demand

moderated in tandem with lower market trading activity.

Custodial fee revenue was $32 million, down 8% Q/Q. While we continued to see Q/Q growth in average native

unit balances — fueled in part by our role as the primary custodian on the vast majority of BTC and ETH ETF

products — lower average crypto asset prices contributed to the Q/Q decline. We ended Q3 with $137 billion in

assets under custody.

6

Other subscription and services revenue was $59 million, down 16% Q/Q. Coinbase One reached a new all-

time high in subscribers, but revenues declined Q/Q primarily due to pricing experimentation. Additionally, we

saw a significant decline in Learning Rewards as no new campaigns were launched.

Expenses

In Q3, total operating expenses were $1.0 billion — down 6% or $71 million Q/Q. Technology & development,

general & administrative, and sales & marketing expenses collectively increased by $23 million or 3% Q/Q,

driven primarily by the non-linear expense recognition of our stock-based compensation. We ended Q3 with

3,672 full-time employees, up 5% Q/Q.

Operating Expenses ($M)

OPERATING EXPENSES

Transaction expense

% of net revenue

Technology and development

Sales and marketing

General and administrative1

(Gains) losses on crypto assets held for operations, net

Crypto asset impairment, net

Restructuring

Other operating expenses (income), net1

Total operating expenses

Full-time employees (end of quarter)

Note: Figures presented may not

sum precisely due to rounding.

1 During the second quarter of

2024, we reclassified certain policy

expenses from Other operating

expenses, net to General and

administrative. Prior period

amounts have been reclassified to

conform to current period

presentation.

Q3 transaction expenses declined 10% Q/Q to $172 million or 15% of net revenue. The Q/Q decline was

primarily driven by lower trading volume and lower miner fees.

Technology & development expenses grew 4% Q/Q to $377 million, and general & administrative expenses

grew 3% Q/Q to $330 million. Both categories of expenses grew primarily due to higher stock-based

compensation, as our expense recognition has historically been non-linear.

Sales and marketing expenses were $165 million, essentially flat Q/Q. Higher USDC rewards (driven by higher

average on-platform balances) were largely offset by lower performance marketing spend given less favorable

marketing conditions throughout the quarter.

Stock-based compensation expense was $248 million.

Our Q3 effective tax rate was negative 10%. Our tax rate was lower than the US statutory rate of 21% primarily

due to deductible stock-based compensation and research and development credits.

Q3 net income was $75 million and was impacted by $121 million in pre-tax losses on our crypto asset

investment portfolio, the vast majority of which were unrealized. These losses were $92 million after reflecting

the tax impact. Adjusted EBITDA was $449 million.

Share Count

Our Q3 fully diluted share count was 285.7 million, up 0.6% Q/Q. This includes 250.3 million common shares

and 35.4 million in dilutive shares.

7

Capital and Liquidity

We ended Q3 with $8.2 billion in $USD resources, which we define as cash & cash equivalents and USDC (net

of USDC lent or pledged as collateral). This represents an increase of $417 million or 5% Q/Q of net

unencumbered liquid resources available to us.

Share Repurchase Program

In October 2024, our board of directors authorized and approved a share repurchase program, which provides

for the repurchase of up to $1.0 billion of our outstanding Class A common stock without expiration. The timing

and amount of any repurchases will depend on market conditions, and any repurchases will be made at our

discretion. This program does not obligate us to repurchase any dollar amount or number of shares of our

Class A common stock, and the program may be modified, suspended, or discontinued at any time.

*Net of USDC lent or pledged as collateral.

Note: Figures presented may not sum precisely due to rounding.

Total $USD Resources

CORPORATE CASH HELD

AT THIRD PARTY VENUES

CORPORATE CASH

MONEY MARKET FUNDS AND

GOVERNMENT BONDS

USDC*

8

Q3 $USD Resources Walk

*As of September 30, 2024, USDC excludes $122M of USDC loaned and $241M of USDC pledged as collateral. As of June 30, 2024, USDC excludes $272M of USDC loaned and $195M

of USDC pledged as collateral.

1 Cash flows due to operating activities, excluding deposits in-transit related to customer fiat activity

2 Crypto asset investment portfolio purchases, net of disposals

3 Fiat loans originated, net of repayment

4 Excludes the net change in customer custodial cash liabilities

5 Cash received for the issuance of common stock upon exercises of stock options and proceeds from the employee stock purchase plan

6 Fiat received as collateral returned, net of collateral received

7 Other includes net changes in operating, investing, and financing USDC activities partially offset by the effect of FX on corporate cash. The financing USDC includes USDC pledged as

collateral on crypto asset borrowings, and adjusts for USDC loaned and USDC pledged as collateral that did not meet the derecognition criteria

We consider our crypto assets for investments and certain crypto assets held as collateral as other liquidity

resources available to us. We intend to hold crypto assets for investment for the long term and only foresee

relying on these assets in a liquidity stress event. As of September 30, 2024, there were no crypto assets held

as collateral, and the fair market value of our crypto assets for investments was $1.3 billion. When including

these crypto assets, total available resources totaled $9.5 billion, up from $9.1 billion at the end of Q2.

Collateralized Arrangements & Financing and Counterparty Risk

We maintained our longstanding commitment to operational and risk excellence in Q3. To date, we have

incurred no significant corporate nor customer fund losses as a result of credit or counterparty risk. At the end

of Q3, we had $714 million in total credit and counterparty risk (excluding banks), stemming from $520 million

in loans to customers, $136 million held at third party venues (including $92 million in unrestricted cash), and

$59 million in collateral posted.

9

In Q3, we continued to make important progress against our goals of driving

Chapter 2

revenue and utility.

Two of our key priorities for 2024 are to drive revenue and drive crypto utility. In Q3, we continued to make

important progress toward both of these goals. We are working to drive revenue by focusing on expanding our

primary revenue streams through things like derivatives, international expansion, custody, and deeper

integration of USDC into the cryptoeconomy. We are driving crypto utility in a number of ways, including

expanding stablecoin adoption beyond trading, the launch of Coinbase Wrapped BTC (cbBTC) to unlock new

ways to use BTC, and improving the speed and efficiency of the network through our L2, Base.

Driving Revenue

Derivatives

In Q3, we made meaningful progress in expanding our derivatives offerings in both the US and abroad. In the

US, Coinbase Derivatives Exchange launched new crypto futures, becoming the only US futures exchange

with margin futures outside of BTC and ETH, including DOGE, SHIB, LNK, DOT, and AVAX. Over the past

quarter we have seen our Retail-friendly gold and oil contracts appeal to over 20% of active Coinbase Financial

Market (CFM) traders. These improvements contributed to CFM onboarding over 100,000 users to date.

Increasing derivatives users is a key area of focus as we have seen that derivatives traders tend to also

engage more with spot products as well. We also continue to scale our Coinbase International Exchange

which, as of Q3, has expanded its offering to 89 perpetual contracts, covering over 90% of global perpetual

futures volumes, up from 83% in Q2.

ETFs

In Q3, the crypto industry experienced another significant milestone when the nine spot Ethereum (ETH) ETF

products launched. Coinbase is proud to serve as the primary custodian for 17 of 20 of the BTC and ETH

ETFs, which continued to help drive native unit growth into custody in Q3.

International Growth

In 2022 and 2023, we expanded into new markets including Singapore, Canada, Australia, and Brazil. We are

pleased to see revenue is growing in these markets, highlighting our focus on high-potential regions.

In Q3, we also saw strong international growth in these markets for Coinbase One. We enhanced our benefits

with Coinbase One boosted USDC rewards, which increased rewards payouts for subscribers in eligible

international markets, including the UK, Singapore, Brazil, and Australia, contributing to higher subscriber

growth.

Building the Blocks of Crypto Utility

Expanding crypto utility requires us to build foundational infrastructure that reduces friction, increases network

capability, and integrates seamlessly into everyday use. In Q3, we continued advancing the building blocks of

utility, including:

Stablecoins

Stablecoins, like USDC. are seeing increasing adoption and expanding daily use cases by providing a secure,

digital alternative to fiat currencies. They’re used for a range of vital financial activities — from cross-border

payments and remittances to offering a stable store of value in countries with volatile fiat currencies and

powering transactions on decentralized finance (DeFi) platforms. Stablecoins have found product market fit,

with global stablecoin volumes reaching $22 trillion YTD in 2024, more than doubling year-over-year.

In Q3, we continued to drive the global adoption of stablecoins, a crucial component in the broader crypto

ecosystem.

•USDC’s market cap grew by $3.5 billion, or 11%, to $36 billion by the end of Q3, making it the fastest-

growing major USD stablecoin in 2024. Our platform incentives and the deeper integration of USDC

across our products have been contributors, which also led to a more than doubling of USDC assets

on platform (AOP) on our international exchange. Additionally, USDC and EURC became the first

stablecoins compliant with the EU's Markets in Crypto Assets (MiCA) regulatory framework in Q3,

positioning stablecoins for broader adoption under this new regulatory framework in Europe.

•In Q3, we launched support for EURC, a leading 1:1 Euro-backed stablecoin, and saw its market cap

nearly double within the quarter to $69 million. This growth was in part fueled by the introduction of

free 1:1 Euro-to-EURC conversions on Coinbase and the native launch of EURC on Base. We hope to

see fiat-backed stablecoins continue to expand, as they provide a trusted, stable bridge between

traditional finance and the cryptoeconomy.

cbBTC

In Q3, Coinbase introduced cbBTC, a new digital asset that allows users to put their Bitcoin to work in DeFi and

other onchain applications. Essentially, cbBTC is a version of Bitcoin that can be used in different financial

services like lending, borrowing, and trading on networks like Ethereum and Base. Each cbBTC is fully backed

by Bitcoin held in Coinbase’s secure custody, in order to ensure that customers’ assets are safe and

transparent. By launching cbBTC, we are unlocking new ways for users to transact with their assets onchain.

Base

In Q3, Base, our Ethereum L2 network, solidified its position as the leader in onchain activity among L2s. Base

is now the #1 L2 in both transactions and total value locked. The number of transactions processed on Base

grew 55% Q/Q in Q3, surpassing all other L2 networks and 4x higher than Ethereum over the last 30 days of

the quarter. Despite this surge in activity, transaction fees remained low, with median fees under $0.01, making

Base an efficient and cost-effective platform for onchain activity. Developer engagement has also continued to

increase on Base in Q3, which is now second only to Ethereum in terms of activity on EVM chains.

Basenames

We launched Basenames to make using Base easier and more intuitive. Just like how email addresses

replaced the need for complex numeric IP addresses in the early days of the internet, Basenames simplify

crypto by allowing users to replace long, hard-to-remember "0x" wallet addresses with simple, personalized

names. This makes sending and receiving transactions much more user-friendly. With 450,000 names already

registered in just the first 2 months since launch, Basenames are helping users connect and engage more

seamlessly within the Base ecosystem. You can find us on base at coin.base.eth.

It is clear that crypto has already made its mark as we approach the 2024 US

Chapter 3

Presidential election — and we remain committed to advancing regulatory

clarity.

Upcoming US Elections and Regulatory Landscape

As we approach the 2024 US elections, it’s clear that crypto has already made its mark. With tens of millions of

Americans now owning crypto, including many in key swing states, their voices have been heard. Both

presidential candidates, as well as politicians across the political spectrum, have adopted more favorable

positions toward crypto, a significant shift from previous years. This is evident in the recent bipartisan passage

of pro-crypto legislation, despite opposition from the White House, demonstrating that support for crypto is

gaining momentum.

Looking beyond the elections, we remain committed to advancing regulatory clarity. We will continue to support

organizations like Fairshake, one of the largest non-partisan PACs. We will also continue to invest in policy

efforts, including supporting StandWithCrypto, a grassroots advocacy group that has approximately 1.8 million

crypto advocates, and roughly 500,000 have used StandWithCrypto’s voter center to help them prepare to

vote. Americans deserve clear regulations that protect their rights to own and use crypto, and we won’t stop

until we have frameworks that foster innovation while ensuring consumer protection.

Regardless of the elections’ outcome, we’re optimistic about the future. The growing influence of the crypto

community, combined with bipartisan support in Congress, has made the path to pro-crypto legislation clearer

than ever. We are excited to work with either administration in 2025 and believe the odds for meaningful, pro-

crypto regulation have never been stronger.

Litigation

Our ongoing litigation with the SEC continues as we seek greater regulatory clarity through the courts. As noted

in our previous updates, the district court case continues to be in the discovery phase, which will extend

through Q2 2025. As part of the discovery process, we were pleased that the court ordered the SEC to produce

additional information to use in response to our motion to compel. We remain confident in the strength of our

legal arguments and view the courts as a key avenue to achieving the clarity needed for the broader industry.

No material changes in the case are expected until these discovery phases are completed, and we will

continue to provide updates as appropriate.

Chapter 4

METRIC

OUTLOOK

G1Subscription and Services Revenue

Transaction Expenses

mid-teens as a percentage of net revenue

Dependent on revenue mix

G2Technology & Development +

General & Administrative Expenses

Including ~$210 million in stock-based compensation

G3Sales and Marketing Expenses

Including ~$17 million in stock-based compensation

Transaction Revenue

We estimate October total transaction revenue will be approximately $190 million. As always, we continue to

urge caution in extrapolating these estimated results.

Subscription and Services Revenue

We expect Q4 subscription and services revenue to be within $505-$580 million. While we continue to be

focused on growing native units across staking, custody, and on-platform USDC, our Q4 range reflects certain

headwinds, including an observed 10% decline in the average price of Ethereum in October as compared to

Q3 average and interest rate cuts reflecting market expectations.

Expenses

We expect technology & development and general & administrative expenses to be in the range of $690-$730

million.

In prior years we have used a non-linear expense recognition schedule for annually granted stock-based

compensation. This quarter, we have updated our vesting schedule for new awards to achieve linear expense

recognition. As a result of this update and stock grants we plan to issue in November, we expect a modest Q/Q

decline in stock-based compensation, driven primarily by roll-off of non-recurring multi-year awards. Future

stock-based compensation expenses related to annual grants will be primarily driven by our employee

population rather than our vesting schedule.

Sales and marketing expenses are expected to be in the range of $170-$220 million, primarily driven by USDC

rewards expense related to higher on platform balances and higher brand spend, partially attributable to our

NBA partnership. As a reminder, our variable marketing costs can fluctuate greatly depending on USDC assets

on platform, market trends, and the opportunities available that meet our customer cost of acquisition targets.

As such, we are continuing to provide a wide range to capture all market conditions.

Webcast Information

We will host a conference call to discuss the results for the third quarter 2024 on October 30, 2024 at 2:30 pm

PT. The live webcast of the call will be available at youtube.com/@coinbase/streams. A replay of the call, as

well as a transcript, will be available on our Investor Relations website at investor.coinbase.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are

not limited to, statements regarding our future operating results and financial position, including for the fourth quarter ending

December 31, 2024; our plans with respect to the share repurchase program; anticipated future expenses and investments;

expectations relating to certain of our key financial and operating metrics; our business strategy and plans; expectations relating

to legal and regulatory proceedings; expectations relating to our industry, the regulatory environment, market conditions, trends

and growth; expectations relating to customer behaviors and preferences; our market position; potential market opportunities; and

our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,”

“expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are based on management’s expectations, assumptions, and projections based on information

available at the time the statements were made. These forward-looking statements are subject to a number of risks,

uncertainties, and assumptions, including, among others: our ability to successfully execute our business and growth strategy

and generate future profitability; market acceptance of our products and services; our ability to further penetrate our existing

customer base and expand our customer base; our ability to develop new products and services; our ability to expand

internationally; the success of any acquisitions or investments that we make; the effects of increased competition in our markets;

our ability to stay in compliance with applicable laws and regulations; stock price fluctuations; market conditions across the

cryptoeconomy, including crypto asset price volatility; and general market, political, and economic conditions, including interest

rate fluctuations, inflation, instability in the global banking system, economic downturns, and other global events, including

regional wars and conflicts and government shutdowns. It is not possible for our management to predict all risks, nor can we

assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual

results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,

uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the

forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results

are, or will be included, in our filings we make with the Securities and Exchange Commission (SEC) from time to time, including

our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024 and our

Quarterly Report on Form 10-Q for the quarter ended on September 30, 2024 filed with the SEC on October 30, 2024. Except as

required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results

differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measure

In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP financial performance

measure, is useful information to help investors evaluate our operating performance because it: enables investors to compare

this measure and component adjustments to similar information provided by peer companies and our past financial performance;

provides additional company-specific adjustments for certain items that may be included in income from operations but that we do

not consider to be normal, recurring, operating expenses (or income) necessary to operate our business given our operations,

revenue generating activities, business strategy, industry, and regulatory environment; and provides investors with visibility to a

measure management uses to evaluate our ongoing operations and for internal planning and forecasting purposes. For example:

•We believe it is useful to exclude certain non-cash expenses, such as depreciation and amortization and stock-based

compensation, from Adjusted EBITDA because the amounts of such expenses can vary significantly from period to

period and may not directly correlate to the underlying performance of our business operations.

•We believe it is useful to exclude certain items that we do not consider to be normal, recurring, cash operating expenses

and therefore, not reflective of our ongoing business operations. For example, we exclude: (i) other (income) expense,

net, as the income and expenses recognized in this line item are not part of our core operating activities and are

considered non-operating activities under GAAP, (ii) gains and losses on crypto assets held for investment (post-

adoption of ASU No. 2023-08) because such investments are considered long-term holdings, we do not plan on

engaging in regular trading of crypto assets, and, as an operating company, our investing activities in crypto are not part

of our revenue generating activities, which are based on transactions on our platform and the sales of subscriptions and

services, and (iii) the impact of our restructurings in 2022 and 2023, which are not related to our normal business

operations.

•We believe Adjusted EBITDA is useful to measure a company’s operating performance without regard to items such as

stock-based compensation expense, depreciation and amortization expense, interest expense, other (income) expense,

net, restructurings, and benefit from or provision for income taxes that can vary substantially from company to company

depending upon their financing, capital structures, and the method by which assets were acquired.

Limitations of Adjusted EBITDA

We believe that Adjusted EBITDA may be helpful to investors for the reasons noted above. However, Adjusted EBITDA is

presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in

isolation or as a substitute for financial information presented in accordance with GAAP. There are a number of limitations related

to Adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent of Adjusted EBITDA. Some of these

limitations are that Adjusted EBITDA excludes:

•provision for (benefit from) income taxes;

•interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which

reduces cash available to us;

•depreciation and intangible assets amortization expense and, although these are non-cash expenses, the assets being

depreciated and amortized may have to be replaced in the future;

•stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant

recurring expense for our business and an important part of our compensation strategy;

•net gains or losses on our crypto assets held for investment, net, after the adoption of ASU 2023-08;

•other (income) expense, net, which represents foreign exchange gains or losses, gains or losses on strategic

investments, net gains on the repurchase of certain of our long-term debt and other non-operating income and expense

activity;

•non-recurring accrued legal contingencies, settlements, and related costs, which includes non-recurring loss

contingencies recognized for legal related claims against the company;

•impairment on crypto assets still held, net, which represents impairment on crypto assets still held and is a non-cash

expense, prior to the adoption of ASU 2023-08; and

•the impact of restructuring, which is not related to normal operations but impacted our results in 2023.

In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or may use other

measures to evaluate their performance, all of which could reduce the usefulness of our disclosure of Adjusted EBITDA as a tool

for comparison. For more information, including a reconciliation of Adjusted EBITDA to net (loss) income, the most directly

comparable financial measure stated in accordance with GAAP, please see the reconciliation of GAAP to non-GAAP results table

in this shareholder letter. Investors are encouraged to review the related GAAP financial measure and the reconciliation of

Adjusted EBITDA to net (loss) income, and not to rely on any single financial measure to evaluate our business.

We have not reconciled our Adjusted EBITDA outlook to net (loss) income because certain items that impact net (loss) income

are uncertain or out of our control and cannot be reasonably predicted. For example, stock-based compensation is impacted by

the future fair market value of our Class A common stock and other factors, all of which are difficult to predict, subject to frequent

change, or not within our control. The actual amount of these expenses during 2024 will have a significant impact on our future

GAAP financial results. Accordingly, a reconciliation of Adjusted EBITDA outlook to net (loss) income is not available without

unreasonable effort.

Revised Definition of Adjusted EBITDA

During the first quarter of 2024, we revised our definition of Adjusted EBITDA as follows and recast prior periods for

comparability:

•to adjust for other (income) expense, net in total, as the entire line item represents non-operating activity, and as a

majority of the activity recorded in other (income) expense, net had been included in the calculation of Adjusted EBITDA

previously in separate rows while this combined presentation is more streamlined and easily reconciled to our

condensed consolidated statements of operations;

•to revise our definition of Adjusted EBITDA to remove the adjustment for crypto asset borrowing costs on Prime

Financing, as even though these costs are akin to interest expense on debt, we believe they represent normal,

recurring, operating expenses necessary to expand and grow Prime Financing; and

•to revise our definition of Adjusted EBITDA to change what is adjusted with respect to gains and losses on crypto assets

in connection with the adoption of ASU 2023-08, adjusting post-adoption only for gains and losses on crypto assets held

for investment, as they do not represent normal, recurring, operating expenses (or income) necessary to operate our

business.

Coinbase Global, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(unaudited)

Assets

Current assets:

Cash and cash equivalents .............................................................................................

Restricted cash and cash equivalents ..........................................................................

Customer custodial funds ...............................................................................................

Safeguarding customer crypto assets ...........................................................................

USDC .................................................................................................................................

Loan receivables ..............................................................................................................

Crypto assets borrowed ..................................................................................................

Accounts receivable, net .................................................................................................

Other current assets ........................................................................................................

Total current assets .....................................................................................................

Crypto assets held for investment .......................................................................................

Deferred tax assets ...............................................................................................................

Goodwill ...................................................................................................................................

Other non-current assets ......................................................................................................

Total assets .............................................................................................................

Liabilities and Stockholders’ Equity

Current liabilities:

Customer custodial cash liabilities .................................................................................

Safeguarding customer crypto liabilities .......................................................................

Crypto asset borrowings .................................................................................................

Obligation to return collateral .........................................................................................

Accrued expenses and other current liabilities ............................................................

Total current liabilities .................................................................................................

Long-term debt .......................................................................................................................

Other non-current liabilities ..................................................................................................

Total liabilities ...............................................................................................................

Commitments and contingencies

Stockholders’ equity:

shares issued and outstanding at each of September 30, 2024 and December

31, 2023 .............................................................................................................................

—

—

respectively .......................................................................................................................

2

2

respectively .......................................................................................................................

—

—

Additional paid-in capital .................................................................................................

Accumulated other comprehensive loss .......................................................................

Retained earnings ............................................................................................................

Total stockholders’ equity ...........................................................................................

Total liabilities and stockholders’ equity .............................................................

Coinbase Global, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Revenue:

Net revenue .....................................................

Other revenue .................................................

Total revenue .............................................

Operating expenses:

Transaction expense ......................................

Technology and development .......................

Sales and marketing ......................................

General and administrative ...........................

Gains on crypto assets held for

operations, net ................................................

—

—

Crypto asset impairment, net .......................

—

—

Restructuring ...................................................

—

—

Other operating (income) expense, net ......

Total operating expenses .........................

Operating income (loss) ...........................

Interest expense ..................................................

Losses (gains) on crypto assets held for

investment, net .....................................................

—

—

Other income, net ................................................

Income (loss) before income taxes ........

(Benefit from) provision for income taxes ........

Net income (loss) ......................................

Net income (loss) attributable to common

stockholders:

Basic .................................................................

Diluted ..............................................................

Net income (loss) per share:

Basic .................................................................

Diluted ..............................................................

Weighted-average shares of common stock

used to compute net income (loss) per share:

Basic .................................................................

Diluted ..............................................................

Stock-based Compensation Expense

Three Months Ended September 30,

Nine Months Ended September 30,

Technology and development ........................

Sales and marketing .......................................

General and administrative ............................

Restructuring ....................................................

—

—

—

Total ..............................................................

Coinbase Global, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

Nine Months Ended September 30,

Cash flows from operating activities

Net income (loss) ................................................................................................................

Adjustments to reconcile net income (loss) to net cash provided by operating

activities:

Depreciation and amortization .....................................................................................

Stock-based compensation expense .........................................................................

Deferred income taxes ..................................................................................................

Non-cash lease expense ..............................................................................................

Gains on crypto assets held for operations, net .......................................................

—

Gains on crypto assets held for investment, net .......................................................

—

Gain on extinguishment of long-term debt, net .........................................................

—

Stock-based compensation expense recognized in relation to restructuring .......

—

Realized loss on crypto futures contract ....................................................................

—

Gains on crypto assets held, net (prior to ASU 2023-08) ........................................

—

Crypto asset impairment expense (prior to ASU 2023-08) .....................................

—

Crypto assets received as revenue (prior to ASU 2023-08) ...................................

—

Crypto asset payments for expenses (prior to ASU 2023-08) ................................

—

Other operating activities, net ......................................................................................

Net changes in operating assets and liabilities .........................................................

Net cash provided by operating activities ..........................................................................

Cash flows from investing activities

Fiat loans originated .........................................................................................................

Proceeds from repayment of fiat loans .........................................................................

Purchase of crypto assets held for investment ............................................................

—

Sale of crypto assets held for investment .....................................................................

—

Settlement of crypto futures contract ............................................................................

—

Purchase of crypto assets held (prior to ASU 2023-08) .............................................

—

Sale of crypto assets held (prior to ASU 2023-08) ......................................................

—

Other investing activities, net .........................................................................................

Net cash used in investing activities ...................................................................................

Cash flows from financing activities

Issuance of common stock upon exercise of stock options, net of repurchases ...

Taxes paid related to net share settlement of equity awards ....................................

Customer custodial cash liabilities .................................................................................

Issuance of convertible senior notes, net .....................................................................

—

Purchases of capped calls ..............................................................................................

—

Repurchases of senior and convertible notes .............................................................

—

Fiat received as collateral ...............................................................................................

Fiat received as collateral returned ...............................................................................

Other financing activities, net .........................................................................................

Net cash provided by (used in) financing activities ..........................................................

Net increase (decrease) in cash, cash equivalents, and restricted cash and cash

equivalents ..............................................................................................................................

Effect of exchange rates on cash, cash equivalents, and restricted cash and cash

equivalents ..............................................................................................................................

Cash, cash equivalents, and restricted cash and cash equivalents, beginning of

period .......................................................................................................................................

Cash, cash equivalents, and restricted cash and cash equivalents, end of period ....

Supplemental disclosure of cash flow information

Cash paid during the period for interest .......................................................................

Cash paid during the period for Income taxes .............................................................

Supplemental Disclosures of Cash Flow Information

(unaudited)

Changes in operating assets and liabilities affecting cash were as follows (in thousands):

Nine Months Ended September 30,

USDC ..............................................................................................................................

Accounts receivable, net ..............................................................................................

Customer custodial funds in transit ............................................................................

Income taxes, net ..........................................................................................................

Other current and non-current assets ........................................................................

Other current and non-current liabilities ....................................................................

Net changes in operating assets and liabilities ...................................................

Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents (in thousands):

Cash and cash equivalents .........................................................................................

Restricted cash and cash equivalents .......................................................................

Customer custodial cash and cash equivalents .......................................................

Total cash, cash equivalents, and restricted cash and cash equivalents .......

Supplemental schedule of non-cash investing and financing activities were as follows (in thousands):

Nine Months Ended September 30,

Crypto asset loan receivables originated ..................................................................

Crypto asset loan receivables repaid .........................................................................

Cumulative-effect adjustment due to the adoption of ASU 2023-08 .....................

—

Non-cash assets received as collateral returned .....................................................

Non-cash assets received as collateral .....................................................................

Crypto assets borrowed ...............................................................................................

Crypto assets borrowed repaid with crypto assets ..................................................

Non-cash assets pledged as collateral ......................................................................

Non-cash assets pledged as collateral returned ......................................................

Non-cash consideration paid for business combinations .......................................

—

Crypto assets received on settlement of futures contract ......................................

—

Reconciliation of Net (Loss) Income to Adjusted EBITDA

(unaudited)

(in thousands)

Net (loss) income ........................................................

Adjusted to exclude the following:

Provision for (benefit from) income taxes ........

Interest expense ..................................................

Depreciation and amortization ..........................

Stock-based compensation ...............................

(Gains) losses on crypto assets held for

investment, net (post-adoption of ASU

2023-08) ................................................................

—

—

Other (income) expense, net(1) ..........................

Non-recurring accrued legal contingencies,

settlements, and related costs ..........................

—

—

—

—

Impairment on crypto assets still held, net

(pre-adoption of ASU 2023-08) .........................

—

—

—

—

Restructuring ........................................................

—

—

—

—

Adjusted EBITDA ........................................................

Revised definition no longer adjusts for:

Crypto asset borrowing costs ............................

Other impairment expense ................................

Revised definition newly adjusts for:

Additional other income, net(2) ...........................

Adjusted EBITDA, previous definition ......................

Note: Figures presented above may not sum precisely due to rounding.

(1)See Results of Operations—Comparison of the three and nine months ended September 30, 2024 and 2023—Other

income, net of the Quarterly Report on Form 10-Q for the quarter ended on September 30, 2024 filed with the SEC on

October 30, 2024 for additional details.

(2)Represents the portion of Other (income) expense, net that was not previously included as an adjustment to arrive at

Adjusted EBITDA.