GEMI 10-K & 10-Q changes, risk factors and insider trading

•Our net revenue is concentrated in a limited number of areas. For our digital asset exchanges, meaningful concentration of our revenue is from transactions in bitcoin,a etherlimited number of crypto assets, including bitcoin and solana.ether. If revenue from these areas declines and is not replaced by new trading in other digital assets or demand for other products and services, our business, operating results, and financial condition could be adversely affected.

•There can be no assurance that Gemini Predictions or Gemini Stocks will gain sufficient user adoption or market share, and there is no guarantee that it will generate meaningful revenue for our business.

Our operating results are dependent on digital assets and the broader digital asset industry. Due to the highly volatile nature of the digital asset industry and the prices of digital assets, which have experienced and continue to experience significant volatility, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader digital asset industry. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

The price of digital assets and associated demand for buying, selling, and trading digital assets have historically been subject to significant volatility. For instance, in 2017, the value of certain digital assets, including bitcoin, experienced steep increases in value, and our user base expanded worldwide. Value increases of certain digital assets, including bitcoin, from 2016 to 2017, and then again in 2021, were followed by a steep decline in 2018 and again in 2022, which adversely affected our net revenue and operating results. While the value of digital assets, including bitcoin, increased significantly in 2024 and 2025, they have decreased in value in early 2026 and if the value of digital assets and transaction volume continue to decline, our ability to generate revenue may suffer and user demand for our products and services may decline. These factors could adversely affect our business, operating results, and financial condition and cause the price of our Class A common stock to decline. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending on a number of factors, including:

Our net revenue is concentrated in a limited number of areas. For our digital asset exchanges, a meaningful concentration of our revenue is from transactions in bitcoin,a etherlimited number of crypto assets, including bitcoin and solana.ether. If revenue from these areas declines and is not replaced by new trading in other digital assets or demand for other products and services, our business, operating results, and financial condition could be adversely affected.

Our net revenue is concentrated in a limited number of areas, such as transactions in bitcoin, ether, and solana. During 2022 and 2023, the value of bitcoin, ether, solana,these and other digital assets declined steeply. While the value of many digital assets recovered and reached record highs in 2024 and 2025, the prices of digital assets have generally decreased in early 2026 and, if the value of these digital assets continues to decrease, or does not increase again in the future, our business and operating results could be adversely affected. As such, in addition to the factors impacting the broader digital asset industry described in this section, our revenue may be adversely affected if the markets for bitcoin, ether, and solana deteriorate or if their prices decline, including because of the following factors:

With respect to our credit card business, economicEconomic downturns may also negatively affect our cardholders’ ability to repay outstanding debt, leading to increased delinquency and default rates. During periods of economic stress, such as recessions or rising unemployment, cardholders may face reduced income or financial instability, impairing their ability to meet payment obligations. Higher delinquency rates can result in increased credit losses and may require us to increase our loan loss reserves, which could adversely affect our profitability. Additionally, prolonged economic hardship may limit our ability to recover on charged-off accounts, further impacting financial performance. These factors could significantlyacutely impact our credit card business, operating results, and financial condition.

If any of our systems or networks, or those of our third-party service providers, are disrupted for any reason, as has happened in the past, our products and services may be interrupted or even fail, potentially resulting in unanticipated disruptions, slower response times and delays in our users’ trade execution and processing, failed settlement of trades, delays in withdrawing stakes assets, incomplete or inaccurate accounting, recording, or processing of trades, unauthorized trades, loss of user information, increased demand on limited user support resources, user claims, complaints with regulatory organizations, lawsuits, or enforcement actions. A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our operations, including our exchange, custody, credit card, and prediction marketmarket, and/or securities brokerage businesses. Significant or persistent interruptions in our services could cause current or potential users or partners to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation. Moreover, to the extent that any system failure or similar event results in damages to our users or their business partners, these users or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Problems with the reliability or security of our systems would harm our reputation and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

Successful implementation of our growth strategy will also require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Because we have a limited history operating our business at its current scale, itIt is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our limited operating experience at this scale,experience, combined with the rapidly evolving nature of the digitalvarious asset marketmarkets in which we operate, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue.

Additionally, fromFrom time to time, we realign our resources and talent to implement stage-appropriate business strategies, including furloughs, layoffs, and reductions in force. For example, in an effort to reduce operating expenses, we have had to strategically reduce our workforce in the past, including in 2024 and earlier thisin year2026 as part of the Restructuring. Any reduction in force may not achieve the anticipated benefits they were designed to achieve. In addition, in February 2026, we parted ways with our Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer, and these leadership changes, together with our workforce reduction in connection with the Restructuring, may result in operational disruptions, reduce our ability to maintain and improve our systems and controls, and result in the loss of institutional knowledge, including through unplanned attrition. Reductions in force may also adversely affect employee morale and productivity, make it more difficult to hire and retain qualified personnel in the future, and harm our company culture. Any failure to effectively manage our growth or any scaling back of our operations could have an adverse effect on our business, operating results, and financial condition.

In February 2026, we approved the Restructuring, a plan to exit and wind down our operations in the United Kingdom, the European Union and other European jurisdictions, and Australia,Australia (the "Restructuring"), as part of a broader initiative to reduce operating expenses and support our path to profitability.expenses. In connection with the Restructuring, we announced a reduction in force, including employees in Europe, the United States, and Singapore.

We implemented the Restructuring based on a number of assumptions, and there can be no assurance that the Restructuring will produce the intended results or that the expected cost savings will be realized in the expected amounts or within the expected timeframes, or at all.timeframes. The Restructuring may take longer to completebe fully completed than anticipated, and actions taken in connection with the PlanRestructuring may be more costly than we currently expect. In connection with the Restructuring, we expecthave incurred and may continue to incur pre-tax restructuring and related charges, substantially all of which are expected to result in cash expenditures, including employee-related costs (such as severance payments, notice pay where applicable, and employee benefits and related costs) and other exit and disposal costs (including facility exit costs, contract termination costs, and professional fees). The estimates of the charges and expenditures we expectmay continue to incur, and the timing thereof, are subject to a number of assumptions, and actual amounts may differ materially from our estimates. We may also incur charges and expenditures not currently contemplated due to unanticipated events that may occur in connection with the Restructuring.

As of AprilJuly 30, 2026, we are facing 373376 arbitrations filed by Earn users seeking additional interest separate from their recovery in the Genesis Global Capital, LLC (“Genesis”) bankruptcy. Consistent with the rules of the arbitration provider, National Arbitration and Mediation (“NAM”), we have agreed to participate in 15 “bellwether” arbitrations and all other matters have been stayed pending the outcome of these arbitrations. Gemini has largely prevailed in the first three of thesefive bellwether arbitrations that have been completed;completed, twofinal additional bellwether arbitrationshearings have been dismissedheld butin five more where the Company is awaiting a decision, and the remaining five are pendingexpected additionalto motionbe practice,tried andbefore finalthe hearingsend inof three2026. othersWhile arewe indo process.not Itexpect to continue to face new arbitrations related to Earn, it is possible that we may face other arbitration matters and that the number of arbitrations we face will increase in the future.

We currently use machine learning and AI, both proprietary and third-party technologies, to support our products, processes, and internal operations and have plans to expand our use of AI in the future. For example, we use AI models to assess the risk of ACH fraud and duplicate accounts, assist with identity verification, analyze customer feedback, and power customer service chatbots. These models are trained primarily on internal datasets, including user transaction history, account activity, and customer service interactions, and operate under data governance protocols that prohibit the use of sensitive or personally identifiable information in generative AI applications. We also use third-party generative AI tools under enterprise agreements for internal use cases such as resume screening and developer support. Recently, we have begun using AI agents in our software development processes, including to author and review code, subject to human review and approval before code is merged. AI-generated code may contain errors, security vulnerabilities, or other defects that are not identified through our review processes and could adversely affect our systems, products, or services.

We rely on third parties for various aspects of our business, includingincluding, for example, payment processors,processors and banks; execution, clearing and custody services; cloud services and data centers for infrastructure, smart contract development, and website functionality; and external providers for user support, compliance, and product development. Many or all of these third-party service providers are critical to our operations. Because we rely on third parties to provide these services and to facilitate certain of our business activities,activities like the Gemini Credit Card and Gemini Stocks, we face increased operational risks. We do not directly manage the operation of any of these third parties. These third parties may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, data theft or loss, break-ins, computer viruses or vulnerabilities in their code, denial-of-service attacks, sabotage, acts of vandalism, loss, disruption, or instability of third-party banking relationships, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics, and similar events. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our products and services, impose additional costs or requirements on us or our users, or give preferential treatment to competitors. There can be no assurance that third parties that provide services to us or to our users on our behalf will continue to do so on acceptable terms, or at all. If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our users on our behalf, such as if third-party service providers close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform as expected, or experience other unanticipated problems, we may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses, or costs to remediate any of the deficiencies, user dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

The Gemini Credit Card is subject to increasingly sophisticated frauds that can be difficult to detect, including income andmisrepresentation, identity misrepresentation,fraud, fraudulent application activity, and credit bust-out schemes. Such fraud schemes could have a material adverse impact on our credit card business.

Our underwriting and fraud detection systems are designed to identify inaccuracies and fraudulent activity, but these systems have inherent limitations and may not fully prevent losses from sophisticated schemes or material misrepresentations. Fraudulent application activity, including coordinated or automated attempts to obtain approval for the Gemini Credit Card usinginvolving false,identity stolen, synthetic,fraud or otherwiseother false,or misleading applicant information, could also increase Card Sign-Ups and limit the usefulness of Card Sign-Ups as a key business metric. See “—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.” If a significant number of accounts are impacted by misrepresentations of information or become involved in fraudulent schemes or activities, this could have a materially adverse impact on our reputation, business, operating results, and financial condition.

Moreover, any failure to effectively identify and prevent misrepresentation and fraudulent activity may require us to invest additional resources into detection systems and fraud monitoring, further impacting our profitability. We have implemented measures that are intended to protect against credit card fraud losses, but no credit card anti-fraud measure can be perfectly effective. The Gemini Credit Card program has been the target of sophisticated fraud attacks in the past, including recently, resulting in financial losses. It is difficult to predict the extent to which the anti-fraud measures now in place, or that may be put in place in the future, will be effective in mitigating or preventing future fraud. If we are unable to sufficiently manage or mitigate these risks, we may face increased regulatory scrutiny, potential legal action, and reputational harm, which could have a material adverse effect on our business, operating results, and financial condition.

TheAdditionally, the credit card business is highly regulated by multiple regulators. See “—Risks Relating to our Business and Industry—The Gemini Credit Card is subject to various laws, regulations, and industry standards, all of which are subject to change and some of which are subject to uncertain interpretation.” Measures to control credit fraud can lead to regulatory investigations, regulatory enforcement actions, and civil lawsuits brought by the government or private litigants. Some of the anti-fraud measures implemented in connection with the Gemini Credit Card program have triggered regulatory scrutiny and might draw regulatory scrutiny in the future, including with respect to the Equal Credit Opportunity Act. Litigation or enforcement actions relating to the credit card program could also harm our reputation and jeopardize our relationship with WebBank, which issues the Gemini Credit Card and extends credit to users thereof. If our relationship with WebBank were to end, we would have to find a replacement issuing bank in order to maintain the Gemini Credit Card program. If we were not successful, our business, operating results, and financial condition would suffer. See “—Risks Relating to ourThird Business and IndustryParties—We rely on our agreementagreements with WebBankthird parties to offer thecertain Geminiof Creditour Card.product and service offerings. If our relationship with WebBankthese third parties were to end,deteriorate theor terminate, our ability to continue to offer thesuch Geminiproduct Creditor Cardservice wouldofferings may be affected.affected, which may adversely impact our business, results of operation, and financial condition.”

There can be no assurance that Gemini Predictions or Gemini Stocks will gain sufficient user adoption or market share, and there is no guarantee that it will generate meaningful revenue for our business.

In December 2025, we launched Gemini Predictions, a CFTC-regulated prediction market platform offered through our affiliate, Gemini Titan, which holds a DCM license. Gemini Predictions isand aGemini Stocks are new offering,product offerings, and there can be no assurance that iteither of these product offerings will develop into a successful or meaningful revenue-generating line of business. Prediction markets in particular are a nascent and highly competitive industry, and our ability to grow Gemini Predictions depends on our ability to attract and retain users and to gain market share. Gemini Predictions and/or Gemini Stocks may not achieve sufficient market acceptance, user adoption, or market share to generate meaningful revenue for our business.

Moreover, the launch and continued development of Gemini Predictions and Gemini Stocks requires the investment of significant financial and management resources, including resources that could otherwise be used to develop, enhance, and operate other products and services. If Gemini Predictions doesand/or Gemini Stocks do not achieve market acceptance or generate meaningful revenue, we may not recover our investments and may reduce our investment in, modify, or discontinue Gemini Predictions and/or Gemini Stocks in the future.

In addition, each of Gemini Predictions isand Gemini Stocks are subject to evolving legal and regulatory considerations. For more information on regulatory risks relating to Gemini Predictions,risks, see “—Risks Relating to Regulatory and Legal Matters—The applicability of certain preexisting laws and regulations to our prediction markets business is uncertain and regulatory or enforcement action against Gemini Predictions may adversely affect our prediction markets business.Matters.”

In 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the "GENIUS Act"), which establishes a regulatory framework for payment stablecoins, was entered into law. It is not yet known how the GENIUS Act will be interpreted by courts. Compliance with the GENIUS Act and related implementing regulations may require us to modify our GUSD operations and incur additional compliance costs, and any failure to satisfy applicable requirements could restrict our ability to issue GUSD or subject us to regulatory action or penalties. Further, the sale and resale of such stablecoins may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, AML, commodities, securities, sanctions, and other laws and regulations in the various jurisdictions relevant to our business. The risks associated with stablecoins may adversely affect interest in and demand for the products and services we seek to offer, and subject us to additional regulatory uncertainties, which may result in enforcement actions, litigation, significant costs being incurred, fines, and other penalties, as well as adversely affect our business, operating results, and financial condition.

We currently support, and expect to continue to support, various digital assets that represent units of value on smart contracts deployed on a third-party blockchain. Smart contracts are programs that can store, automatically execute and transfer value, or conduct other operations when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design can have damaging effects. For instance, in April 2018, a batch overflow bug was found in many Ethereum-based ERC-20-compatible smart contract tokens that allowed hackers to create a large number of smart contract tokens, causing multiple digital asset platforms worldwide to shut down ERC-20-compatible token trading. Similarly, in March 2020, a design flaw in the MakerDAO smart contract caused forced liquidations of digital assets at significantly discounted prices, resulting in millions of dollars of losses to users who had deposited digital assets into the smart contract. If any such vulnerabilities or flaws come to fruition, smart contract-based digital assets, including those held by our users on our digital asset exchanges may suffer negative publicity, be exposed to security vulnerabilities, decline significantly in value, or lose liquidity over a short period of time.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various other bodies formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls and many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public. Further, there has been limited precedent for the financial accounting of digital assets and related valuation and revenue recognition. Moreover, a change in these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. For example, on March 31, 2022, the staff of the SEC issued SAB 121, which represented a significant change regarding how a company safeguarding digital assets held for its platform users reported such digital assets on its balance sheet. On January 23, 2025, the staff of the SEC issued SAB 122, which rescinded such interpretive guidance. Additionally, in December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (ASU 2023-08): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which represents a significant change in how entities that hold digital assets will account for certain of those holdings. Previously, digital assets held were accounted for as intangible assets with indefinite useful lives, which required us to measure digital assets at cost less impairment. Effective as of January 1, 2024, we adopted ASU 2023-08, which requires us to measure digital assets held at fair value at each reporting date, with fair value gains and losses recognized through net income. Fair value gains and losses can increase the volatility of our net income, especially if the underlying digital asset market is volatile.

Further, although it appears that the current Chair of the SEC ishas takingthus far taken a different approach to digital assets than was undertaken by the previous Chair, including with respect to rulemaking, formal and informal guidance, and enforcement decisions, there can be no assurance that the current Chair or the current administration will ultimately continue to enact rules or regulations that take a more favorable or significantly different approach toward the digital asset industry than the previous administration. For example, in January 2025, the SEC announced the launch of a new crypto task force “dedicated to developing a comprehensive and clear regulatory framework for crypto assets,” which “will collaborate with Commission staff and the public to set the SEC on a sensible regulatory path” regarding digital assets, including to “draw clear regulatory lines, provide realistic paths to registration, craft sensible disclosure frameworks, and deploy enforcement resources more judiciously.” More recently, in July 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the report by the interagency working group tasked with “proposing a Federal regulatory framework governing the issuance and operation of digital assets.”

We have policies and procedures to analyze whether transactions in each digital asset on our platform, as well as our products and services, could be deemed to be a security under applicable laws. Although we perform ongoing monitoring of digital assets supported on our platform and we maintain a listing and delisting policy, our policies and procedures do not constitute a legal standard, but rather represent our company-developed assessment regarding the likelihood that a particular digital asset transaction, product, or service should be deemed a security or securities transaction under applicable laws. In the event that we determine that a supported digital asset has been ultimately determined to be a security or that the continued offering or sale of a digital asset presents a significant risk to us or our users, we aim to take prompt action to discontinue the trading of the digital asset. Regardless of our conclusions or actions, we could be subject to legal or regulatory action in the event the SEC, state regulators, a foreign regulatory authority, or a court were to determine that a digital asset transaction, product, or service currently or previously offered, sold, or traded on our platform is a securities transaction under applicable laws. In addition, such policies and procedures may not be sufficient to mitigate and address all risks. Excluding Gemini Galactic, which is not operational,, our platform is not otherwise registered or licensed with regulators as a broker-dealer, national securities exchange, or alternative trading system (“ATS”) (or foreign equivalents), and we do not seek to register or rely on an exemption from such registration or license to allow the offer and sale of securities on our platform. We only permit trading on our platform of those digital assets for which we determine there are reasonably strong arguments to conclude that the digital asset is not a security. We believe that our process reflects a comprehensive and thoughtful analysis and is reasonably designed to facilitate consistent application of available legal guidance to digital assets to facilitate informed risk-based business judgment. However, we recognize that the application of securities laws to the specific facts and circumstances of digital assets may be complex and subject to change, and that a determination to offer a digital asset does not guarantee any conclusion under applicable securities laws.

Prior to our wind down of operations in the region in February 2026 as part of the Plan,Restructuring, we had made tokenized securities (“Gemini Tokenized Stocks”) available to Gemini users in the E.U. Gemini Tokenized Stocks were tokenized tracker certificates that reflect the price of an underlying stock and allow the investor to gain exposure to the underlying asset via an onchain financial instrument. These products are designed to provide economic exposure to the price performance of certain stocks, without conveying legal ownership or shareholder rights, such as voting rights, related to such underlying stocks. Gemini Tokenized Stocks were issued by Dinari, Inc. and were offered to eligible E.U. users by our wholly-owned subsidiary, Gemini Intergalactic EU Artemis, Ltd.

and were offered to eligible E.U. users by our affiliate, Gemini Intergalactic EU Artemis, Ltd. (“Gemini E.U.”), which holds a MiFID license issued by the Malta Financial Services Authority. In February 2026, we announced a wind-down of our operations in the E.U. and we accordingly no longer offer this product.

Our operation of Gemini Predictions may expose us to legal, regulatory, and other risks. As the prediction market industry is relatively nascent, it is difficult to predict how the legal and regulatory framework around prediction markets will develop and how such developments will impact our business and Gemini Predictions. In particular, although Gemini Predictions is operated through Gemini Titan, an affiliate that has been licensed by the CFTC as a DCM, and Gemini Olympus, LLC, an affiliate that has been licensed by the CFTC as a DCO, regulators or courts could determine that particular products, market types, or features of Gemini Predictions are impermissible, must be modified, or must be discontinued.

For example, the CFTC has previouslypursued, takenand stepsmay continue to pursue, rulemaking and other regulatory actions that could limit the types of event contracts that canmay be offered onby CFTC-regulated entities and couldor impose additional regulationsrequirements or restrictions aroundon how such products are designed and offered, and has recently indicated it may pursue additional rulemaking and other regulatory actions relating to these products.offered. If the CFTC’s approach evolves in a way that restricts certain categories of contracts (including sports-related contracts) or requires different product features or controls, we could be required to change, limit, or discontinue aspects of Gemini Predictions. In addition, regulators and courts may take different views about the interaction between federal commodities regulation and state gambling, wagering, or gaming laws. State regulators may seek to restrict the availability of certain prediction market products notwithstanding federal oversight, which could require us to geo-fence, modify, or suspend certain markets or limit access in some jurisdictions. A fragmented, state-by-state regulatory approach could require us to implement differing controls, restrict availability in certain jurisdictions, which may ultimately reduce adoption and revenue from Gemini Predictions. For example, in December 2025, the Connecticut Department of Consumer Protection issued cease-and-desist orders to multiple platforms, directing them to stop making available “sports event contracts” and other alleged unlicensed online gambling to Connecticut residents. InThe addition,cease-and-desist orders are currently not being enforced pending multiple litigations on the subject. Additionally, in March 2026, Arizona brought criminal charges against Kalshi alleging that it was operating an illegal gambling business in violation of Arizona law by offering certain event contracts to Arizona residents and Nevada won a temporary restraining order to prevent Kalshi from offering certain event-based contracts in Nevada. These actions are currently being appealed and are pending a decision from the United States Court of Appeals for the Ninth Circuit.

Changes in these laws, regulations, or standards, or to the prevailing interpretation thereof, may make complying with them even more challenging. Any failure to comply with the CARD Act, PCI DSS, or other applicable laws, regulations or industry standards, or the failure to accurately interpret how new laws, regulations, or industry standards apply to our business could result in costly legal challenges or expose us to regulatory enforcement actions, substantial fines, and reputational harm, which could negatively impact our business, operating results, and financial position. Such failure may also cause WebBank to terminate our relationship, subject us to an indemnity claim by WebBank, or otherwise have a material adverse impact on our credit card business. For more information with respect to risks related to our agreement with WebBank, see “—Risks Relating to ourThird Business and IndustryParties—We rely on our agreementagreements with WebBankthird parties to offer thecertain Geminiof Creditour Card.product and service offerings. If our relationship with WebBankthese third parties were to end,deteriorate theor terminate, our ability to continue to offer thesuch Geminiproduct Creditor Cardservice wouldofferings may be affected.affected, which may adversely impact our business, results of operation, and financial condition.”

Moreover, the crypto rewards provided in connection with the Gemini Credit Card are custodied and serviced by our wholly-owned subsidiaries, Gemini Trust Company, LLC ("GTC") and Gemini Constellation, LLC, respectively. Changes to laws and regulations applicable to GTC, and to the digital asset space generally, may materially and adversely impact our credit card business, including by affecting the manner in which Gemini Credit Card holders receive, maintain, and use their crypto rewards. For more information on the risks associated with changing laws and regulations, see “—We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.”

Because we have offered and will continue to offer a variety of innovative products and services to our users, such as Geministocks, Predictions,event contracts, GUSD, and thea Geminicredit Credit Card,card, many of our offerings are subject to significant regulatory uncertainty and we may, from time to time, face regulatory inquiries regarding our current and planned products. For instance, we are an issuer of GUSD, which is redeemable on a one-to-one basis for U.S. dollars. The regulatory treatment of fiat-backed stablecoins is highly uncertain and has drawn significant attention from legislative and regulatory bodies around the world. The issuance and resale of such stablecoins may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, AML, commodities, securities, sanctions, and other laws and regulations in the United States and in other jurisdictions. Legislative efforts have also focused on setting criteria for stablecoin issuers and what rules will govern redeemability and collateral. For example, in July 2025, the GENIUS Act was signed into law, reflecting a legislative interest in establishing and developing frameworks for the regulation of stablecoins and digital assets more broadly. In 2025, the U.S. House of Representatives also passed the CLARITY Act in an effort to pass laws relating to digital asset market structure. There is substantial uncertainty on how any such legislation will apply in practice, and we may face substantial compliance costs to operationalize and comply with these rules.

While not yet operational, Gemini Galactic Markets, LLC ("Gemini Galactic"), our broker-dealer subsidiary, operates as an introducing broker in connection with Gemini Stocks, through which eligible customers may trade U.S. exchange-listed stocks and ETFs. Gemini Galactic is subject to regulatory restrictions and requirements imposed by applicable statutes, regulations, and policies in the jurisdictions in which we operate. U.S. government agencies and self-regulatory organizations, including U.S. state securities commissions, are empowered to enforce the regulatory restrictions and requirements applicable to us and conduct administrative proceedings that can result in censure, fine, the issuance of cease and desist orders or the suspension or expulsion of a broker-dealer from registration or membership. Gemini Galactic is registered with the SEC and with all 50 U.S. states and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), a securities industry self-regulatory organization that supervises and regulates the conduct and activities of its members.members and is currently in the process of registering with all U.S. states and territories. Gemini Galactic is currently registered in 45 of 50 states and the U.S. Virgin Islands. As a registered broker-dealer, Gemini Galactic is subject to periodic examinations and investigations by FINRA. The securities industry is highly regulated, and Gemini Galactic and its personnel are subject to requirements relating to, among other things, supervision, sales practices, communications with the public, registration of personnel, recordkeeping, best execution and order routing, and regulatory capital. Further, Gemini Galactic is subject to the BSA, and the implementing regulations thereunder, which require financial institutions, including broker-dealers, to establish AML compliance programs, file suspicious activity and other reports with the U.S. government and maintain certain records. Broker-dealers must also implement related user identification procedures and beneficial ownership identification procedures.

Due to our business activities, including, but not limited to, with respect to digital assets, prediction marketsmarkets, equities, and credit cards, we are subject to ongoing examinations, oversight, and reviews and currently are, and expect to be in the future, subject to investigations and inquiries, by U.S. federalfederal, state, and statelocal regulatorsregulators, legislative bodies and other governmental authorities and foreign financial service regulators, many of which have broad discretion to audit and examine our business. We are periodically subject to, and will in the future continue to be subject to, audits and examinations by these regulatory authorities. As a result of findings from these audits and examinations, regulators have required, are requiring, and may in the future require us to take certain actions. Such actions might include amending, updating, or revising our compliance measures, limiting the kinds of users that we provide services to, or delaying the introduction of new product and services. We have received, and may in the future receive, examination reports citing violations of rules and regulations, inadequacies in existing compliance programs, and requiring us to enhance certain practices with respect to our compliance program, including due diligence, monitoring, training, reporting, and recordkeeping. Implementing appropriate measures to properly remediate these examination findings may require us to incur significant costs, and if we fail to properly remediate any of these examination findings, we could face civil litigation, significant fines, damage awards, forced removal of certain employees including members of our executive team, barring of certain employees from participating in our business in whole or in part, revocation of existing licenses, limitations on existing and new products and services, reputational harm, negative impact to our existing relationships with regulators, exposure to criminal liability, or other regulatory consequences.

If we expand and localize our international operations, we will become increasingly obligated to comply with the laws, rules, regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer services on a cross-border basis. For instance, financial regulators outside the United States have increased their scrutiny of digital asset exchanges over time, such as by requiring digital asset exchanges operating in their local jurisdictions to be regulated and licensed under local laws. Moreover, laws regulating financial services, the internet, mobile technologies, digital assets, NFTs and related technologies outside of the United States are highly evolving, extensive and often impose different, more specific, or even conflicting obligations on us, as well as broader liability. In addition, we are required to comply with laws and regulations related to economic sanctions and export controls enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce’s Bureau of Industry and Security, and U.S. AML and counter-terrorist financing laws and regulations, enforced by FinCEN and certain state financial services regulators. U.S. sanctions and export control laws and regulations generally restrict dealings by persons subject to U.S. jurisdiction with certain jurisdictions that are the target of comprehensive embargoes, currentlyincluding the Crimea Region,Region and the so-called Donetsk People’s Republic, and the Luhansk People’s Republic regions of Ukraine, Cuba, Iran, and North Korea, and Syria, as well as with persons, entities, and governments identified on certain prohibited party lists. Moreover, as a result of the Russian invasion of Ukraine, the United States, the E.U., the United Kingdom, and other jurisdictions have imposed wide-ranging sanctions on Russia and Belarus and persons and entities associated with Russia and Belarus. There can be no certainty regarding whether such governments or other governments will impose additional sanctions, or other economic or military measures against Russia or Belarus. We do not operate in these countries and we have implemented additional processes and procedures to comply with these sanctions. However, any potential activity with users associated with these countries may subject us to further exposure to sanctions as they are released. We have an OFAC compliance program in place that includes, among other controls, monitoring of IP addresses to identify prohibited jurisdictions and of blockchain addresses that have either been identified by OFAC as prohibited or that otherwise are believed by us to be associated with prohibited persons or jurisdictions. Nonetheless, there can be no guarantee that our compliance program will prevent transactions with particular persons or addresses or prevent every potential violation of OFAC sanctions. From time to time, we have submitted voluntary disclosures to OFAC or responded to administrative subpoenas from OFAC, some of which are currently under review by OFAC. To date, none of those proceedings has resulted in a monetary penalty or adverse action. Any present or future government inquiries relating to sanctions could result in negative consequences for us, including costs related to government investigations, financial penalties, and harm to our reputation. The impact on us related to such matters could be substantial. Although we have implemented controls, and continuously work to enhance our controls and screening tools designed to promote sanctions compliance, there is no guarantee that we will not inadvertently provide access to our products and services to sanctioned parties or jurisdictions in the future.

We have been, currently are, and may from time to time become subject to claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions, or requests, including with respect to both consumer and employment matters, and other proceedings alleging violations of laws, rules, and regulations, both foreign and domestic. For example, we are currently subject to a purported federal securities class action and a shareholder derivative action,actions, which are further described in Note 22. Commitments and Contingencies and Note 23. Subsequent Events, respectively, to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in:

GTC is subject to certain regulatory capital requirements imposed by NYDFS. The capital requirement can be maintained in specified allocations of cash, virtual currency, or high-quality, highly liquid, investment-grade assets. The capital requirement is determined by NYDFS based upon GTC’s activities and is an amount deemed sufficient to ensure the financial integrity of the licensee and its ongoing operations based on an assessment of the specific risks applicable to it. The amounts set aside to satisfy these requirements are included in the consolidated balance sheets included in our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. In addition, Gemini Galactic is subject to the SEC’s net capital requirements applicable to broker-dealers. If Gemini Galactic fails to maintain required net capital, its securities activities could be restricted or suspended, and it could be subject to fines or other disciplinary or corrective action.

Our management team does not have significant experience operating publicly traded companies, and has limited experience interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. In addition, onin February 17, 2026, we parted ways with our Chief Financial Officer, Chief Legal Officer, and Chief Operating Officer and appointed a new Interim Chief Financial Officer and Interim General Counsel as of that date.Counsel. These leadership changes, together with our limited public company operating experience, may make it more difficult for us to manage our public company reporting, legal and regulatory obligations, investor communications and other functions necessary to operate as a public company. In addition, the transition of responsibilities among senior management may divert management's attention from the operation of our business. If we are unable to manage this transition effectively, our business, operating results, and financial condition could be adversely affected.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm or otherwise influence the market price of our Class A common stock, regardless of our operating performance. For example, and in common with certain other public companies within the digital assets industry, our stock may be attractive to hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction. The market prices for digital asset companies have experienced significant volatility in recent periods, including both price and volume fluctuations, that often has been unrelated or disproportionate to the operating performance of such companies. If these trends were to impact us, the trading price of our Class A common stock may from time to time reflect market dynamics that are not connected to traditional valuation methods that might otherwise be associated with an operating company with a business model such as ours. Investors may therefore be unable to assess the value of our Class A common stock or evaluate the risks of an investment in us using traditional or commonly used enterprise valuation methods. We cannot predict the extent to which these dynamics will develop, how they may evolve over time, or whether or how long they may last. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. We are currently subject to a purported class action litigation and shareholder derivation actionactions as described in Note 22. Commitments and Contingencies and Note 23. Subsequent Events, respectively, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, and may continue to be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

In the future, we may sell Class A common stock, convertible securities, or other equity securities, including preferred securities, in one or more transactions at prices and in a manner we determine from time to time. We also expect to issue Class A common stock to employees and directors pursuant to our Equity Plan and ESPP. If we sell Class A common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, stockholders may be materially diluted. New investors in subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Class A common stock.

We have funded our operations since inception primarily through equity financings, debt, and revenue generated by our product and service offerings. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments in our business, including developing new products and services, enhancing our operating infrastructure, expanding our international operations, and acquiring complementary businesses and technologies, all of which may require us to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If we incur additional debt, the debt holders wouldmay have rights senior to holders of our common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on or make other distributions with respect to our common stock. Furthermore, our amended and restated articles of incorporation authorize the issuance of “blank check” preferred stock that our board of directors could use to, among other things, issue shares of our capital stock or implement a stockholder rights plan. We may issue shares of capital stock to our users in connection with user reward or loyalty programs. If we issue additional equity securities, stockholders will experience dilution, and the newly issued securities could gain rights, preferences, and privileges senior to those of holders of our Class A common stock. The trading price for our Class A common stock may also be highly volatile, which may reduce our ability to access capital on favorable terms or at all. Currently, certain of our existing financing arrangements are collateralized by bitcoin and require us to maintain specified collateralization levels. A decline in the price of bitcoin could require us to post additional bitcoin or cash or repay outstanding amounts on short notice, which could reduce our liquidity and adversely affect our financial condition. In addition,general, a slowdown or other sustained adverse downturn in the general economic or digital asset markets could adversely affect our business and the trading price of our Class A common stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our stockholders bear the risk of future issuances of convertible debt or equity securities reducing the trading price of our Class A common stock and diluting their interests. Our inability to obtain adequate financing or financing on terms satisfactory to us, when we require it, could significantly limit our ability to continue supporting our business growth and responding to business challenges.

In addition to equity financings and revenue generated by our product and service offerings, we have historically relied on related party loans, primarily from Winklevoss Capital Fund, LLC (“WCF”),LLC, to fund certain aspects of our business. While we expect to reduce our reliance on related party financing as an ongoing source of new funding for the business, a portion of our related party indebtedness remains outstanding and we may in the future enter into related party transactions with WCF in connection with liquidity, capital, or operational needs, such as the Private Placement. As of MarchJune 31,30, 2026, repayment obligations in respect of 0 ETHether and 3,6914,419 BTCbitcoin remained outstanding under agreements with WCF that we previously entered into. These loans bear loan fees ranging from 4% to 8% per annum and, for the three months ended MarchJune 31,30, 2026 and 2025, we incurred approximately $3.3$6.0 million and $13.9$30.2 million, respectively, in loan fees under these agreements. For more information on these lending agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness and Other Funding Arrangements—Lending Agreements.”

Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.

Gemini was founded in 2014 to be the most trusted, secure, and easy way to buy, sell, and store crypto assets. As of MarchJune 31,30, 2026, we served approximately 589,000580,000 MTUs with over $11.1$8.4 billion of assets on our platform.

Our core exchange product has expanded over time to become a more comprehensive platform that enables users to engage with not only the cryptoeconomycryptoeconomy, andbut also markets across a broad range of products and services. Our products and services include a derivatives exchange, staking services, spot margin trading services, an OTC trading desk, institutional-grade custody, a New York Department of Financial Services (“NYDFS”)-regulated stablecoin, a U.S.-based credit card program, andand, more recently, a prediction markets platform.platform (as of December 2025) and U.S. stocks (as of July 2026). We are building Gemini as an integrated platform with shared infrastructure for both money and markets and we intend to serve our users through a unified, multi-product experience.

•Retail: We often serve as a primary gateway for individual retail users into the cryptoeconomy.cryptoeconomy and markets. We provide a user-friendly, secure platform and mobile app for users to buy, sell, store, stake, and transfer a variety of crypto assets.assets and, as of July 2026, U.S. stocks. Our products aim to suit the needs of beginners and sophisticated users alike.

•Institutional: We provide institutional investors, including asset managers, hedge funds, proprietary trading firms, and corporations with a robust and secure platform to access crypto and traditional markets. We offer advanced trading, OTC trading, and institutional-grade custody.

All customer crypto assets are held in full on our platform, ensuring every unit of cryptocurrency or fiat held by a user is available to the user. We hold MTLs or the statutory equivalent in all states that require such licenses so that we are able to operate in all 50 states and have direct access to fiat banking rails.

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we generated total revenue of $50.3$45.5 million and $35.3$95.7 million, respectively, net income (loss) of $(109.0107.7) million and $(149.3216.7) million, respectively, and Adjusted EBITDA of $(59.974.0) million and $(61.6134.0) million, respectively. For the three and six months ended June 30, 2025, we generated total revenue of $33.3 million and $68.6 million, respectively, net income (loss) of $(133.2) million and $(282.5) million, respectively, and Adjusted EBITDA of $(51.9) million and $(113.5) million, respectively.

We monetize the products and services offerings on our platform primarily through fee-based revenue. Fee revenues are predominantly transaction-related fees on trade volume for our exchange and OTC platforms. In addition, we also earn revenue from custody services, withdrawal fees, credit card fees and advisory fees. A substantial portion of our total revenue is generated from transaction fees earned on volume-based trades across retail and institutional users on our exchange. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, exchange revenue represented 34.2%27.5% and 66.6%31.0% of our total revenue, respectively. Retail investors accounted for approximately 87%88% and 96%87% of exchange revenue for the three and six months ended MarchJune 31,30, 20262026, respectively. For the three and six months ended June 30, 2025, exchange revenue represented 60.8% and 63.8% of our total revenue, respectively. Retail investors accounted for approximately 93% and 95% of exchange revenue for the three and six months ended June 30, 2025, respectively. Interest income is derived from USD-denominated assets we hold on our balance sheet that back our GUSD stablecoin.

We view MTUs as an indicator of platform engagement and overall business health, and MTUs also serve as a top-of-funnel metric in our internal financial forecasting processes. MTUs directly correlate with other key performance indicators, such as Trading Volume, and revenue, particularly because transaction-based fees represent the majority of our revenue. For example, for the threesix months ended MarchJune 31,30, 2026, approximately 48.0%43.6% of our revenue was derived from transaction fees. As MTUs increase, we generally experience increased transaction activity, which leads to increased fee-based revenue. In turn, this generally supports a higher gross margin and contributes to increases in net income. We also use MTUs to help evaluate the performance of our growth initiatives, including our efforts to acquire new retail and institutional users and broaden the number and type of crypto assets supported on our platform.

MTUs may overstate the number of unique users due to differences in product architecture or user behavior. For instance, regarding product architecture, our platform includes distinct products that utilize separate account structures and store user data in separate databases. While we seek to identify overlapping users across these products by cross-referencing shared information (e.g., email addresses), a single user who registered on, for example, both the exchange and Nifty Gateway using different credentials could have been counted as two MTUs. Relatedly, regarding user behavior, our metrics may result in overstatement where a user intentionally or inadvertently maintains multiple accounts using different email addresses, phone numbers, or usernames. While we actively monitor for duplicate, fraudulent, or spam accounts and exclude those from our key metrics, we may not be able to fully eliminate all duplication among legitimate users. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”

Card Sign-Ups do not directly measure cardholder activity, as not all approved applicants activate or use their cards. In addition, because Card Sign-Ups include approved accounts regardless of subsequent account status, Card Sign-Ups may be subject to overstatement. Accordingly, growth in Card Sign-Ups should be evaluated together with Openother Card Accounts, transaction volume, and related receivablesmetrics to provide a comprehensive view of card program performance. See “Risk Factors—General Risk Factors—Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.”

During the three and six months ended MarchJune 31,30, 2026 and 2025, no asset other than bitcoin and ether individually represented more than 10% of our Trading Volume. During the three and six months ended MarchJune 31,30, 2026, no asset other than bitcoin and ether individually represented more than 10% of our exchange revenue. During the three and six months ended MarchJune 31,30, 2025, no asset other than bitcoin, etherether, and XRP individually represented more than 10% of our exchange revenue.

Historically, we have derived a material portion of our Assets on Platform from the storage of bitcoin and ether. As of MarchJune 31,30, 2026, bitcoin, ether, and other crypto assets represented 63.1%,65.5%, 18.9%,15.5%, and 13.5%14.3% of Assets on Platform, respectively, and customer custodial fiat assets represented 4.5%4.8% of Assets on Platform. As of MarchJune 31,30, 2025, bitcoin, ether, and other crypto assets represented 74.6%,74.7%, 12.7%,14.3%, and 9.2%8.2% of Assets on Platform, respectively, and customer custodial fiat assets represented 3.5%2.7% of Assets on Platform.

Management believes that Adjusted EBITDA, which is a measure not presented in accordance with GAAP, provides investors with additional useful information in evaluating our performance. We use this non-GAAP measure internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results and that this measure is useful for period-to-period comparisons of results. Management also believes that providing this non-GAAP measure helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently 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. In addition, on February 5, 2026, the Company announced its plans to wind down operations in the United Kingdom, European Union, other European jurisdictions, and Australia. As such, beginning with thisthe quarter,quarter ended March 31, 2026, Adjusted EBITDA also excludes related restructuring charges, which primarily relate to workforce reductions, lease exit costs, and other actions taken to streamline our operations and that we believe are unusual in nature and/or infrequent in occurrence and are not indicative of our ongoing operating activities.

The following table represents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025:

Our future growth depends in part on our ability to expand the breadth of crypto assets and markets available on our platform. We are actively enhancing our token offerings for both trading and custody services and supporting emerging blockchain protocol features, such as expanding staking capabilities to provide additional yield opportunities for our users. The December 2025 launch of Gemini Predictions™ marked our expansion beyond crypto into event contracts, and in July 2026, we began to offer U.S. equities to certain U.S. customers in U.S. states where we are licensed to do so. We continue to evaluate opportunities to offer additional markets, including equities, tokenized securities, and other derivatives, subject to regulatory approval and market demand. We expect to continue to incur costs in expanding supported assets and markets with the objective of diversifying our revenue streams, capturing increased trading volume and transaction revenue, and deepening user engagement.

Our future growth depends in part on our ability to successfully identify acquisition, investment, and partnership opportunities. We have in the past made acquisitions to bring new capabilities to our platform and will continue to explore new acquisition and partnership opportunities that we believe are complementary to our platform. Through our strategic venture arm, Gemini Frontier Fund, we expect to continue to evaluate investment opportunities in early-stage crypto projects and startups. We will also continue to explore and enter into strategic partnerships with various companies to scale our business, including, but not limited to, partnerships to increase traffic to our platformplatform, our various products, and banking and payment processor partnerships, such as our existing partnership with Mastercard. Over the long term, we expect these partnerships willcan help drive an increase in our MTUs and diversify our revenue streams. Any such acquisition, investment or partnership opportunities may add additional costs during the evaluation or transitional phase before any benefits are fully captured or may otherwise affect our operating results in a given period.

Comparison of Components of Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Exchange revenue decreased by $6.4$7.7 million, or 27%,38%, and $14.1 million, or 32%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily drivendue byto a $7.7 million decreasedecreases in retail revenue,revenue of $7.9 million (42%) and $15.6 million (38%), partially offset by a $1.3 million increaseincreases in institutional revenue.revenue of $0.2 million and $1.5 million, for the three and six months ended June 30, 2026, respectively.

OTC revenue increased by $6.2$4.1 million, or 4803%,671%, and $10.3 million, or 1391% for the three and six months ended MarchJune 31,30, 2026, respectively, primarily driven by increased activity from a small number of largehigher institutional clients,client activity, including several high-valuelarge-value, tradesclient-driven transactions executed during the period. These transactions were driven by opportunistic, client-driven demand and may not recur at similar levels in future periods. The increase was further supported by continued growthexpansion in the Company’sCompany's electronic OTC (eOTC) offering,platform, including expansion of its API client base and increased engagement from existing institutional counterparties. Because OTC trading activity is largely driven by client demand and transaction size, these revenue levels may not be indicative of future periods.

Prediction markets revenue increased drivendue byto the launch of Gemini Predictions in December 2025, which introduced a new source of revenue andwith no comparable revenue in the prior-year periods. Prediction markets contributed approximately $0.4$0.5 million and $1.0 million of revenue for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

For the three months ended March 31, 2026, otherOther transaction revenue decreasedremained byimmaterial $0.3for million,the orperiods 59%,presented. The category primarily duereflects toresidual theactivity wind-down offrom our legacy NFT business following ourthe January 2026 decision to discontinue theseNFT activitiesoperations amid continued market weakness. ThePeriod-over-period remainingfluctuations revenuereflect inthe thisongoing categorywind-down primarilyof reflectsthese interest incomeactivities and feesare fromnot spotconsidered margin trading services, which partially offset the decline but remain immaterial.meaningful.

Credit card revenue increased by $11.0$11.3 million, or 292%,231%, and $22.2 million, or 258%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily driven by continuedthe growthexpansion inof the Gemini Credit Card program, including user base growth and increased cardholder activity, which contributed to higher transaction volumes and revenue. The expansionyear-over-year ofincrease also reflects the cardholderlower revenue base overduring time,the includingcomparable higher2025 sign-upsperiods inas recentthe periods,program supportedcontinued thisto growth.scale.

Advisory fee revenue for the three and six months ended MarchJune 31,30, 2026, increased due to an advisory services agreement with a strategic customer introduced in the third quarter of 2025. Under this arrangement, we provide advisory services and receive warrants as consideration. Revenue is recognized over time as services are being provided based on the fair value of the warrants at grant date. This arrangement contributed approximately $2.7 million and $5.4 million of revenue for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Other services revenue for the threesix months ended MarchJune 31,30, 2026,2026 increased primarily$0.4 million due to the introduction of new onchain offerings, including integrations and token listing services. These services generated approximately $0.4 million in revenue as we expanded our ecosystem partnerships and provided technical support for new token launches. Given the project-basedfourth naturequarter of these services, revenue may fluctuate from period to period depending on the size of integration or listing engagements.2025.

There was no material change in Other revenue for the three and six months ended MarchJune 31,30, 2026.

Corporate interest increased by $1.5$1.3 millionmillion, or 344%, and $2.8 million, or 557%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily driven by higher interest earned on operating accounts as a result of higher average cash balances throughout the year.

Salaries and compensation expenses increased by $31.2$11.4 million, or 91%,31%, and $42.6 million, or 60%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily driven by a $22.7$18.6 million and $41.3 million increase in stock-based compensation related to equity awards issued in connection with the IPO. Stock-based compensation infor the currentsix periodmonths ended June 30, 2026 was partially reduced by approximately $7.1 million,million of forfeitures associated with the February 2026 reduction in force, net of certain accelerated expense recognized for executives,certain reflecting forfeitures of awards in connection with the reduction in force in February 2026.executives.

Severance costs increased by $6.5 million infor the threesix months ended MarchJune 31,30, 2026, primarily in connection with the February 2026 reduction in force affecting approximately 200 employees, including certain officers and directors.

Employee compensation, excluding stock-based compensation and severance, increaseddecreased by $1.9$7.2 million, or 6%,20%, comparedand to$5.2 million, or 8% for the three and six months ended MarchJune 31,30, 2025.2026, Thisrespectively. increaseThe wasdecrease is primarily drivendue byto $1.5a $10.0 million of higher bonuses associated with increased business activity, and $1.0 million of higher payroll taxes related to equity award releases following the IPO. These increases were partially offset by a $0.8$9.4 million decrease in employee compensation and payroll taxes reflecting the partial impact of the reduction in force announced in February 2026. This was partially offset by $2.8 million and $4.2 million of higher bonuses associated with increased institutional sales activity.

Technology expenses increased by $5.4$1.0 million, or 32%,5%, and $6.4 million, or 18%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to higher cloud computing and infrastructure costs of $6.2$1.3 million associatedand with$7.5 increasedmillion, transactionrespectively, activitysupporting the Company's expanding product offerings, including the growth of the credit card platform and platformother growth.strategic initiatives. These increases were partially offset by a $0.8$0.4 million and $1.2 million decrease in equipment-related costs and amortization expense and impairment,impairment for the three and six months ended June 30, 2026, respectively, reflecting the full amortization of certain capitalized technology assets in prior periods.

General and administrative expenses increased by $7.7$1.3 million, or 55%,7%, and $9.0 million, or 27%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to a $5.1 million increase inhigher legal expenses of $4.2 million and $9.3 million associated with a higher level of legal and regulatory activity, including support for strategic initiatives and other corporate matters. FurtherThese contributingincreases towere thepartially increaseoffset wasby a $2.6 million rise inlower professional services toexpense supportof additional$3.3 compliancemillion and reporting$0.7 obligationsmillion, respectively, reflecting lower audit, accounting, and consulting expenses following the IPO.completion of the IPO and related readiness activities.

Further contributing to the increase was a $0.8$2.2 million and $3.1 million rise in ACH and other transaction losses, primarily associatedreflecting withdiscrete increasedoperational transactionloss volumes.events, including staking-related reconciliation losses and write-offs of aged staking receivables.

Change in fair value on related party convertible notes and related party loans for the three and six months ended MarchJune 31,30, 2025, respectively, represents the periodic remeasurement of these instruments at fair value. Upon IPO, these instruments were converted into equity, resulting in no further impact from fair value remeasurement in the currentcurrent-year period.periods.

Interest expense on related party loans decreased by $10.6$13.6 million, or 76%,83%, and $24.2 million, or 80%, for the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to lower average outstanding principal balances onfollowing suchthe loans,repayment and reduction of related-party crypto asset borrowings compared with the threeprior-year months ended March 31, 2025.periods.