Coinbase (NASDAQ: COIN) registers 10.9M Class A shares for resale

Rhea-AI Filing Summary

Coinbase Global, Inc. is registering for resale up to 10,997,856 shares of its Class A common stock through a prospectus supplement to its effective shelf registration statement on Form S-3.

The shares may be sold by the selling stockholders identified in the prospectus supplement to satisfy registration rights granted under a Share Purchase Agreement dated May 8, 2025 among Coinbase, Sentillia B.V., the Sentillia shareholders and Shareholder Representative Services LLC as shareholders’ agent.

Coinbase is also providing a legal opinion from its counsel, Fenwick & West LLP, regarding the validity of the Class A common stock covered, filed as Exhibit 5.1 along with a related consent and XBRL cover page exhibit.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001679788FALSENew YorkNY00016797882025-08-152025-08-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2025

Coinbase Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40289			46-4707224
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

One Madison Avenue
Suite 2400
New York, NY									10010
(Address of principal executive offices)1									(Zip Code)1

Not Applicable

(Registrant’s telephone number, including area code)1

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.00001 par value			COIN			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request. Stockholder communications may also be sent to the email address: secretary@coinbase.com.

Item 8.01 Other Events.

On August 15, 2025, Coinbase Global, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-287084) filed with the Securities and Exchange Commission on May 8, 2025. The Company filed the Prospectus Supplement for the purpose of registering for resale or other disposition up to an aggregate of 10,997,856 shares of Class A Common Stock by the selling stockholders identified in the Prospectus Supplement to satisfy registration rights granted under that certain Share Purchase Agreement, dated as of May 8, 2025, by and among the Company, Sentillia B.V. (“Sentillia”), the Sentillia Shareholders listed on Exhibit B thereto and Shareholder Representative Services LLC as the shareholders’ agent.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Fenwick & West LLP, regarding the legality of the Class A Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of Fenwick & West LLP.
23.1						Consent of Fenwick & West LLP (contained in Exhibit 5.1).
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			COINBASE GLOBAL, INC.
Dated: August 15, 2025			By:			/s/ Alesia J. Haas
						Alesia J. Haas
						Chief Financial Officer

FAQ

What event did Coinbase (COIN) report in this 8-K?

Coinbase Global, Inc. reported that it filed a prospectus supplement to its effective Form S-3 shelf registration statement to register shares of Class A common stock for resale by certain selling stockholders.

How many Coinbase (COIN) shares are being registered for resale?

The prospectus supplement covers the registration for resale or other disposition of up to an aggregate of 10,997,856 shares of Coinbase’s Class A common stock.

Who are the selling stockholders in Coinbase’s new resale registration?

The selling stockholders are those identified in the prospectus supplement and include parties to a Share Purchase Agreement among Coinbase, Sentillia B.V., the Sentillia shareholders listed on Exhibit B to that agreement, and Shareholder Representative Services LLC as the shareholders’ agent.

What agreement grants the registration rights for these Coinbase (COIN) shares?

The registration rights arise from a Share Purchase Agreement dated May 8, 2025 by and among Coinbase Global, Inc., Sentillia B.V., the Sentillia shareholders listed on Exhibit B to that agreement, and Shareholder Representative Services LLC as the shareholders’ agent.

What legal opinion did Coinbase file with this 8-K?

Coinbase filed an opinion from its counsel, Fenwick & West LLP, regarding the legality of the Class A common stock being registered, which is included as Exhibit 5.1.

What additional exhibits accompany Coinbase’s resale registration disclosure?

In addition to Exhibit 5.1, Coinbase filed Exhibit 23.1, the consent of Fenwick & West LLP contained in Exhibit 5.1, and Exhibit 104, the cover page formatted in Inline XBRL.