Revenue
Revenue recognition

The Company determines revenue recognition from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) through the following steps:

identification of the contract, or contracts, with the customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of the revenue when, or as, the Company satisfies the performance obligation.

Revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The majority of revenue generated by the Company is through transaction fees charged on the Company's exchange platform.

The following table presents revenue of the Company disaggregated by revenue source and ASC 606 applicability (in thousands):

Year Ended December 31,
202520242023
Net revenue
Transaction revenue
Exchange$93,426 $95,827 $56,364 
OTC4,013 2,370 1,531 
Other transaction revenue581 879 2,617 
Total transaction revenue98,020 99,076 60,512 
Services revenue
Credit card revenue33,120 11,632 5,808 
Staking revenue16,774 11,480 823 
Custodial fee revenue8,739 7,004 4,104 
Advisory fee revenue4,808 — — 
Other services revenue1,198 — — 
Total services revenue64,639 30,116 10,735 
Total net revenue from contracts with customers162,659 129,192 71,247 
Other revenue
Other375 293 322 
Total other revenue375 293 322 
Revenue not from contracts with customers(1)
Interest income11,434 11,672 25,066 
Corporate interest5,104 1,008 1,502 
Total revenue not from contracts with customers16,538 12,680 26,568 
Total revenue$179,572 $142,165 $98,137 
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(1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606. Interest income is included within Net revenue and corporate interest is included within Other revenue, respectively, on the consolidated statements of operations and comprehensive loss.

Transaction revenue

Transaction revenue represents transaction fees earned from retail and institutional customers, including wealth and asset managers, public and private companies, and other entities designated as investment vehicles.

The Company's performance obligation is to provide a crypto asset matching service that enables customers to buy, sell, or trade crypto assets on the Company's platform. This performance obligation is satisfied at a point in time, when a transaction is executed and processed, at which time the Company recognizes revenues.
Contracts with customers are generally open-ended and cancellable by either party without penalty prior to execution. Accordingly, contracts are defined at the transaction level and do not extend beyond the service already provided.

Transaction fees are generally calculated as a percentage of the transaction value and vary based on factors, such as transaction size and the customer's trading volume processed over the previous thirty-day period. The Company has concluded that its volume-based pricing approach does not constitute a future material right as the discount is within a range typically offered to a group of customers with similar volume. Certain instant orders also incur a convenience fee, which is calculated at a rate around 100 basis points above the prevailing market price. In certain instances, the transaction fee can be collected in crypto assets, primarily bitcoin and ether, with revenue measured based on the fair value of the underlying crypto assets at the time the transaction is executed, which represents the point of contract inception.

Transaction revenue also includes commission-based revenue earned from over-the-counter (“OTC”) trading services. Through its OTC trading desk the Company facilitates crypto asset transactions for certain institutions and high-net worth individuals who wish to trade outside of the exchange. Revenue from OTC transactions is recognized at the time the trade is executed, based on the agreed-upon commission.

Other transaction revenue primarily includes revenue earned from customer's using the Company's legacy Nifty Gateway platform. The Company’s service as it relates to Nifty Gateway consisted of a single performance obligation to provide a non-fungible token (“NFT”) matching service when customers bought or sold NFTs on the platform. The Company generally earned fees equal to approximately 20% of the proceeds from primary market NFT sales and approximately 5% of the proceeds from secondary market NFT sales. Revenue from Nifty Gateway was not material for the year ended December 31, 2025. In January 2026, the Company discontinued the Nifty Gateway marketplace and does not expect to generate revenue from this activity in future periods.

In recording Transaction revenue, the Company evaluates whether it is the principal or the agent in transactions between customers and, based on that determination, evaluates whether the presentation of revenue should be on a gross or net basis. This evaluation is based on whether the Company controls the crypto or NFT assets before they are transferred to customers (gross) or whether the Company acts as an agent by providing a matching service for customers on the platform to provide the crypto or NFT assets to other customers (net). The Company does not control the crypto or NFT asset before it is transferred to the buyer, does not have inventory risk related to the crypto or NFT asset, and is not responsible for the fulfillment of the crypto or NFT asset. The Company also does not set the price for the crypto asset as the price is established by market rates. As a result, the Company acts as an agent in facilitating its customers’ ability to purchase crypto or NFT assets from another customer and revenue for the fees earned on a net basis.

Credit card revenue

The Company offers a credit card product that provides customers with access to an electronic form of payment through a multi-rail payment network supported by Mastercard. Crypto asset rewards are issued to customers after each credit card purchase is executed.

The Gemini Credit Card program generates interest, fees and interchange income related to credit card activity. The Company earns interest and fees for all credit card receivables that it purchases from the Issuing Bank and holds on its consolidated balance sheets. In addition, the Company earns interchange revenue for each credit card transaction, net of revenue-sharing agreements with the Issuing Bank.

The Company has evaluated the credit card arrangement in accordance with ASC 606, and determined that it acts as an agent on behalf of the Issuing Bank with respect to credit card transaction processing. Accordingly, the Company recognizes net credit card revenue, reflecting its share of interest, fees, and interchange revenue net of
amounts remitted to the Issuing Bank and other bank settlement fees, within Net revenue on the consolidated statements of operations and comprehensive loss.

Staking revenue

The Company offers customers a feature allowing transfers of specific assets for staking and, as a result, the opportunity to receive staking rewards from the associated blockchain network. The Company acts as a facilitator introducing customers to the staking pool. In exchange for these staking services, the Company earns a fee from the customer that is calculated based on the amount of crypto assets the customer earns through staking. Staking fees are collected in crypto assets by the Company with the type of asset received dependent on the underlying blockchain network, Ether, Solana, or Polygon. Staking revenue is measured based on the fair value of the underlying crypto assets at the time the staking awards are earned, which represents the point of contract inception.

For Ether staking, the Company provides staking services using staking validators that it operates and controls on its own platform. The Company has determined it is the principal in Ether staking transactions, as it controls the staking service and is primarily responsible for fulfilling the performance obligation to the customers. Accordingly, staking revenue related to Ether is recognized on a gross basis, representing the total staking rewards earned. Amounts paid or credited to customers in connection with Ether staking are recorded within Transaction processing on the consolidated statements of operations and comprehensive loss.

For Solana and Polygon staking, the Company uses a third-party staking validator. The Company has determined that it acts as the agent in these arrangements, as it does not control the staking services provided by the validator, is not responsible for fulfilling the staking performance obligation, and does not determine of the staking rewards generated by the pool. Accordingly, staking revenue related to Solana and Polygon is recognized on a net basis, representing the Company's fee retained after amounts attributable to customers and third-party validators. The Polygon staking service was discontinued by the Company in June 2025.

Custodial fee revenue

The Company provides customers with a proprietary cold storage custody solution that enables the secure, offline storage of crypto assets. In exchange for these custody services, the Company earns a custody fee calculated as a contractual percentage of the daily value of assets under custody, which accrues on a daily basis. Custody services represent a single performance obligation that is satisfied over time, as customers simultaneously receive and consume the benefits of the services as they are provided. Custody agreements may be terminated by customers at any time without penalty. Accordingly, custody revenue is recognized over the period the services are provided, based on the daily value of assets under custody.

In certain instances, custody fees can be collected in crypto assets, primarily bitcoin and ether, and revenue is measured based on the fair value of the underlying crypto assets at the time of the transaction. Any applicable blockchain network transaction fees are borne by the customer.

Advisory fee revenue

The Company received stock warrants from Empery as non-cash consideration for providing asset management and crypto custody services. These warrants provide the Company with the right to purchase Empery common shares and vest in stages based on the achievement of specified stock price performance conditions. Advisory fee revenue related to the warrants is recognized over the one-year service period, based on the grant-date fair value of the warrants, and is included in Net revenue in the consolidated statements of operations and comprehensive loss.
Interest income and corporate interest
Customer custodial funds, cash and cash equivalents, and restricted cash and cash equivalents are held at third-party banks and earn interest. Interest income is calculated using the interest method and is not within the scope of ASC 606. Interest earned on customer custodial funds is included in interest income within Services revenue on the consolidated statements of operations and comprehensive loss. Interest earned on cash and cash equivalents and restricted cash and cash equivalents is included in corporate interest within Other revenue on the consolidated statements of operations and comprehensive loss.

Revenue by geographic location

    The following table presents revenue of the Company disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

Year Ended December 31,
202520242023
U.S.$155,663 $119,862 $82,261 
International(1)
23,909 22,303 15,876 
Total revenue(2)
$179,572 $142,165 $98,137 
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(1) No country, outside the U.S., accounted for more than 10% of Total revenue.
(2) Total revenue includes $16.5 million, $12.7 million, and $26.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, that is not recognized within the scope of ASC 606 as outlined above.

About Revenue Disclosures

Revenue disclosures under ASC 606 explain how a company identifies performance obligations, allocates transaction prices, and determines when revenue is recognized. This section is essential for understanding whether reported revenue reflects genuine economic activity or aggressive accounting choices. Analysts examine the mix of point-in-time versus over-time recognition, which directly affects revenue timing and comparability.

Key signals: rising contract liabilities (deferred revenue) suggest strong future revenue visibility, while declining contract assets may indicate slowing project milestones. Watch for variable consideration estimates — rebates, returns, and performance bonuses that require management judgment. Significant changes in disaggregated revenue by geography or product line can reveal shifting business mix before it appears in headline numbers. Compare revenue growth against contract liability growth to assess sustainability, and scrutinize any changes in the timing of recognition that coincide with earnings pressure.