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Coinbase (COIN) president Emilie Choi nets RSU shares, surrenders stock for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Coinbase Global, Inc. President & COO Emilie Choi reported RSU vesting and related share movements in Class A common stock. On February 20, 2026, multiple restricted stock unit awards were exercised or converted, including blocks of 160,793 shares, delivering Class A shares at a stated price of $0.00 per share.

A separate transaction disposed of 168,275 Class A shares at $165.94 per share under code F, which the filing describes as shares withheld and cancelled to cover federal and state tax obligations arising from RSU vesting, rather than an open-market sale. After these transactions, Choi reported direct ownership of 535,664 Class A shares.

The filing also lists indirect holdings of Class A shares by Sixers LLC and two Starvurst trusts, where the footnotes state that Choi disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Choi Emilie

(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
ONE MADISON AVENUE, SUITE 2400

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/20/2026 M(1) 160,793 A $0 525,333 D
Class A Common Stock 02/20/2026 M(1) 160,793 A $0 686,126 D
Class A Common Stock 02/20/2026 M(1) 11,738 A $0 697,864 D
Class A Common Stock 02/20/2026 M(1) 6,075 A $0 703,939 D
Class A Common Stock 02/20/2026 F(2) 168,275 D $165.94 535,664 D
Class A Common Stock 57,610 I By Sixers LLC(3)
Class A Common Stock 23,199 I By Starvurst Non-Exempt Trust(4)
Class A Common Stock 49,643 I By Starvurst Exempt Trust(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(6) $0(7) 02/20/2026 M(1) 160,793 (8) (9) Class A Common Stock 160,793 $0 0 D
Restricted Stock Units(10) $0(7) 02/20/2026 M(1) 160,793 (8) (9) Class A Common Stock 160,793 $0 0 D
Restricted Stock Units $0(7) 02/20/2026 M(1) 6,075 (11) (9) Class A Common Stock 6,075 $0 48,607 D
Restricted Stock Units $0(7) 02/20/2026 M(1) 11,738 (12) (9) Class A Common Stock 11,738 $0 35,213 D
Explanation of Responses:
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
3. These shares are held by Sixers LLC, of which the Coinbase Annuity Trust is the sole member. The Reporting Person's spouse is the trustee of the Coinbase Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
4. These shares are held by the Starvurst Non-Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
5. These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
6. Represents the number of RSUs earned as a result of the achievement of performance criteria based on cumulative adjusted EBITDA pursuant to a performance-based RSU award with a performance period that ended on December 31, 2025, as certified by the Issuer's Compensation Committee on January 10, 2026. The RSUs vest on February 20, 2026.
7. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
8. The RSUs vest on February 20, 2026.
9. RSUs do not expire; they either vest or are canceled prior to vesting date.
10. Represents the number of RSUs earned as a result of the achievement of performance criteria based on cumulative revenue pursuant to a performance-based RSU award with a performance period that ended on December 31, 2025, as certified by the Issuer's Compensation Committee on January 10, 2026. The RSUs vest on February 20, 2026.
11. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on May 20, 2025, until the award is fully vested on February 20, 2028, subject to the Reporting Person's continued service to the Issuer on each vesting date.
12. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2024, until the award is fully vested on November 20, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.
Remarks:
/s/ Emilie Choi, by Lailey Rezai, Attorney-in-Fact 02/24/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Coinbase (COIN) President Emilie Choi report in this Form 4?

Emilie Choi reported RSU vesting, share issuances, and tax-related share withholding. Several restricted stock unit awards converted into Class A common shares, and a portion of shares was surrendered and cancelled to satisfy federal and state tax obligations triggered by the vesting.

How many Coinbase (COIN) shares were withheld for taxes in Emilie Choi’s filing?

The filing reports 168,275 Class A shares disposed of under code F. Footnotes explain these shares were relinquished and cancelled in exchange for Coinbase covering Choi’s federal and state tax withholding obligations arising from restricted stock unit vesting, not as an open-market sale.

What RSU activity did Emilie Choi disclose for Coinbase (COIN)?

Choi disclosed multiple RSU exercises or conversions into Class A shares. The transactions include large RSU blocks of 160,793 units and additional smaller tranches, all at a stated price of $0.00 per share, reflecting equity compensation vesting rather than open-market purchases.

What is Emilie Choi’s direct Coinbase (COIN) share ownership after these transactions?

After the reported transactions, Choi’s direct ownership is 535,664 Class A shares. This figure reflects the net result of RSU conversions into stock and shares relinquished and cancelled to satisfy tax withholding obligations associated with the vesting of those restricted stock units.

Does Emilie Choi have indirect interests in Coinbase (COIN) shares through entities or trusts?

Yes, the Form 4 lists indirect holdings via Sixers LLC and Starvurst trusts. Footnotes state these entities hold Class A shares and that Choi disclaims beneficial ownership except to the extent of any pecuniary interest she may have in those arrangements.

Were the Coinbase (COIN) tax-withholding share disposals open-market sales by Emilie Choi?

No, the filing describes the F-code transaction as tax withholding. Shares were relinquished by Choi and cancelled by Coinbase in exchange for the company paying her federal and state tax obligations from RSU vesting, rather than being sold in the market.
Coinbase Global, Inc.

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