Coinbase Global, Inc.COIN
Coinbase Global, Inc. Stock Compensation Disclosure
16. STOCK-BASED COMPENSATION
Stock plans
As of December 31, 2025, there were 21,173,773 shares of Class A common stock subject to issued and outstanding options, RSUs, and PRSUs, and 1,313,602 shares of Class B common stock subject to issued and outstanding options under the Plans. In addition, under the 2021 Plan and the ESPP, there
were 67,626,288 shares and 13,255,824 shares, respectively, of Class A common stock available for issuance.
Stock options
Following is a summary of stock options activity, including performance-based options (in thousands, except per share and years data):
Weighted Average | |||||||||||||||||||||||
| Options Outstanding | Exercise Price Per Share | Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance at January 1, 2025 | 22,929 | $ | 25.59 | 5.2 | $ | 5,106,538 | |||||||||||||||||
| Exercised | (3,185) | 24.61 | |||||||||||||||||||||
| Forfeited and cancelled | (44) | 99.16 | |||||||||||||||||||||
| Balance at December 31, 2025 | 19,700 | $ | 25.58 | 4.3 | $ | 3,950,983 | |||||||||||||||||
| Exercisable at December 31, 2025 | 16,019 | $ | 26.06 | 4.3 | $ | 3,205,042 | |||||||||||||||||
| Vested and expected to vest at December 31, 2025 | 16,019 | $ | 26.07 | 4.3 | $ | 3,205,042 | |||||||||||||||||
The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 w as $895.6 million, $1.2 billion, and $226.5 million, respectively.
During the years ended December 31, 2025, 2024, and 2023, 2,702,829, 1,647,333, and 4,567,625 stock options, respectively, vested with a weighted-average grant date fair value of $9.38, $24.81, and $15.93 per share, respectively.
The weighted-average assumptions inputs to the Black-Scholes-Merton Option-Pricing Model used to calculate the fair value of options granted during the year ended December 31, 2023, the most recent grants, were as follows (in percentages, except as noted):
| Dividend yield | 0.0 | ||||
| Expected volatility | 90.5 | ||||
| Expected term (in years) | 5.8 | ||||
| Risk-free interest rate | 3.9 | ||||
Chief Executive Officer performance stock options
On August 11, 2020, the Company granted its Chief Executive Officer an option award to purchase up to 9,293,911 shares of Class A common stock, at an exercise price of $23.46 per share and total grant date fair value of $56.7 million. Vesting of the award is dependent on both performance-based and market-based conditions being met. As of December 31, 2025, 5,613,522 of these options have vested, including 2,453,592 during the year then ended, while vesting of the remainder is subject to market conditions contingent on the Company’s Class A common stock price achieving certain stock price target milestones.
Restricted stock units
Following is a summary of RSU activity (in thousands, except per share data):
| Number of Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| Balance at January 1, 2025 | 2,350 | $ | 163.82 | ||||||||
| Granted | 3,869 | 270.02 | |||||||||
| Vested | (3,526) | 220.18 | |||||||||
| Forfeited and cancelled | (548) | 225.22 | |||||||||
| Balance at December 31, 2025 | 2,145 | $ | 247.04 | ||||||||
During the years ended December 31, 2024 and 2023, the weighted-average grant date fair value per share granted was $158.85 and $108.07, respectively. During the years ended December 31, 2025, 2024, and 2023, the aggregate fair value as of the vest date of RSUs that vested was $1.0 billion, $1.4 billion, and $753.9 million, respectively.
Performance restricted stock units
Following is a summary of PRSU activity (in thousands, except per share data):
| Number of Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||
| Balance at January 1, 2025 | 724 | $ | 55.42 | ||||||||
| Vested | (81) | 55.42 | |||||||||
| Balance at December 31, 2025 | 643 | $ | 55.42 | ||||||||
President & Chief Operating Officer performance award
On April 20, 2023, the Company’s Compensation Committee granted the President & Chief Operating Officer an award of PRSUs covering up to a maximum of 803,966 shares of Class A common stock (the “2023 COO Performance Award”).
Up to 40% of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values which are separately evaluated for the period commencing January 1, 2023 and ending on December 31, 2025, subject to her continued employment until February 20, 2026 (the “Financial Performance Tranches”). Up to 60% of the 2023 COO Performance Award is subject to vesting in increments based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025, and the three year period between January 1, 2023 and December 31, 2025, subject to her continued employment through the applicable year end dates (the “Market Tranches”). The total grant date fair value of the Market Tranches of this award was $25.1 million, while the grant date fair value of the Financial Performance Tranches was $19.5 million assuming maximum achievement. As of December 31, 2025, the performance and market targets for the unvested shares shown in the table above were achieved, while vesting remained subject to final certification or continued employment through the applicable vesting date (either January 15, 2026 or February 20, 2026).
Stock-based compensation
Following are the effects of stock-based compensation on the Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Statements of Operations | |||||||||||||||||
| Technology and development | $ | 498,235 | $ | 564,726 | $ | 476,478 | |||||||||||
| Sales and marketing | 57,692 | 69,460 | 59,000 | ||||||||||||||
| General and administrative | 283,513 | 278,652 | 245,190 | ||||||||||||||
| Restructuring | — | — | 84,042 | ||||||||||||||
| Total stock-based compensation expense | $ | 839,440 | $ | 912,838 | $ | 864,710 | |||||||||||
Balance Sheets | |||||||||||||||||
Software and equipment, net(1) | $ | 50,380 | $ | 48,068 | $ | 53,617 | |||||||||||
_______________
(1)Represents capitalized stock-based compensation that was recorded to Software and equipment, net during the years presented. See Note 9. Software and Equipment, Net for additional details.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized an income tax benefit of $386.3 million, $537.7 million, and $205.6 million, respectively, related to stock-based compensation expense.
As of December 31, 2025, there was total unrecognized compensation cost of $417.4 million and $142.7 million related to unvested RSUs and RSAs, respectively, which is expected to be recognized over a weighted-average of 1.5 years and 3.4 years, respectively. Unrecognized compensation cost for all other stock-based compensation awards was immaterial at this date.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.