BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

NOTE 3: BUSINESS COMBINATIONS

Acquisition of TradePMR

On February 26, 2025, we acquired all of the outstanding equity of TradePMR, a custodial and portfolio management platform for RIAs. The acquisition of TradePMR allows us to deliver investment advisory capabilities to customers by bringing in a scaled RIA custodial and portfolio management platform that connects financial advisors to a new generation of investors.

The acquisition date fair value of the consideration transferred for TradePMR was approximately $175 million following customary purchase price adjustments and was entirely paid in cash. The post-close compensation consisted of 2,049,711 unvested shares of the Company’s Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, which will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. These shares are not part of the equity incentive plans described in Note 11 - Common Stock and Stockholders’ Equity.

The purchase price allocation is based on a preliminary valuation and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available, including certain tax matters, during the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:

(in millions)	Fair Value
Cash and cash equivalents	$	25
Receivables from brokers, dealers, and clearing organizations	5
Prepaid expenses	1
Other current assets	9
Other non-current assets	3
Goodwill	112
Intangible assets	81
Accounts payable and accrued expenses	(1)
Other current liabilities	(19)
Other non-current liabilities	(41)
Net assets acquired	$	175

During the second quarter of 2025, we recorded measurement period adjustments of $3 million increase to receivables from brokers, dealers, and clearing organizations, and $1 million decrease to each of other current assets and other non-current assets, with a corresponding $1 million decrease to goodwill based on facts and circumstances as of the acquisition date.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of TradePMR and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based

on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

(in millions, except years)	Fair Value		Useful Life
Customer relationships	$	49	13
Developed technology	31		5
Trade name	1		4
Total	$	81

The overall weighted average useful life of the identified amortizable intangible assets acquired is 9.76 years. The estimated fair value of the intangible assets acquired approximate the amounts a market participant would pay for these intangible assets as of the acquisition date. We used a multi-period excess earnings method to estimate the fair value of customer relationships and the relief from royalty method to estimate the fair value of developed technology and trade name.

Pro forma results of operations for TradePMR have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Acquisition of Bitstamp

On June 2, 2025, we acquired all outstanding equity of Bitstamp, a globally-scaled cryptocurrency exchange with retail and institutional customers. This acquisition of Bitstamp accelerates our expansion worldwide, including across the European Union (“EU”), the United Kingdom (“U.K.”), and Asia. The acquisition date fair value of the consideration transferred for Bitstamp was approximately $224 million following customary purchase price adjustments and was entirely paid in cash.

The purchase price allocation is based on a preliminary valuation and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available, including certain tax matters, during the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:

(in millions)	Fair Value
Cash and cash equivalents	$	65
Cash and securities segregated under federal and other regulations	1,103
Receivable from users, net	13
Prepaid expenses	6
Other current assets	15
Other non-current assets	8
Goodwill	93
Intangible assets	70
Accounts payable and accrued expenses	(28)
Payable to users	(1,115)
Other current liabilities	(4)
Other non-current liabilities	(2)
Net assets acquired	$	224

During the third quarter of 2025, we recorded measurement period adjustments that resulted in a $2 million increase to goodwill, primarily related to adjustments to developed technology, based on facts and circumstances as of the acquisition date.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of Bitstamp and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

(in millions, except years)	Fair Value		Useful Life
Developed technology	$	39	6
Licenses	21		N/A
Customer relationships	5		18
Other	4		N/A
Trade name	1		2
Total	$	70

The overall weighted average useful life of the identified amortizable intangible assets acquired is 7.08 years. The estimated fair value of the intangible assets acquired approximate the amounts a market participant would pay for these intangible assets as of the acquisition date. We used a multi-period excess earnings method to estimate the fair value of developed technology, the distributor method to estimate the fair value of customer relationships, the cost approach to estimate the fair value of licenses, and the relief from royalty method to estimate the fair value of trade names.

Pro forma results of operations for Bitstamp have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Pending Acquisition of WonderFi

On May 12, 2025, we entered into an agreement to acquire all outstanding equity of WonderFi, a Canadian leader in digital asset products and services, for Canadian dollars (“C$”) C$0.36 per share, representing a total equity value of approximately $180 million. The pending acquisition is subject to customary closing conditions, including regulatory approvals.