[Form 4] Coinbase Global, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian Armstrong, Coinbase Global, Inc.'s Chairman and CEO, reported transactions on 09/15/2025 showing a conversion and subsequent sales of Class B/Class A common stock under a pre-existing Rule 10b5-1 trading plan. He converted 25,000 shares of Class B into 25,000 shares of Class A and then sold a total of 25,000 Class A shares at $0 per share reported for the conversion and three separate sales totaling 25,000 shares through the plan. Following these transactions, the Form 4 shows Mr. Armstrong beneficially owns 22,781,225 Class A shares indirectly via The Brian Armstrong Living Trust. The filing discloses weighted average sale prices for the disposals in three tranches: approximately $321.25, $322.31, and $323.16, and notes the trades were executed under a plan adopted August 15, 2024, in an open trading window.

Positive

• Timely disclosure of insider transactions via Form 4 enhances transparency for investors
• Use of a Rule 10b5-1 trading plan indicates trades were pre-planned and executed in an open trading window
• Detailed pricing disclosure including weighted average sale prices and price ranges for each tranche

Negative

• Insider selling: the Reporting Person sold a total of 25,000 Class A shares on 09/15/2025
• Increase in public float due to conversion of Class B to Class A, albeit small relative to total holdings

Insights

Financial Analyst

TL;DR Insider converted Class B shares and sold 25,000 Class A shares under a Rule 10b5-1 plan; ownership remains substantial at over 22.7 million shares.

The conversion of 25,000 Class B into Class A is procedural given the one-for-one convertibility and appears tied to managed liquidity rather than a change in control. Sales were made under a Rule 10b5-1 trading plan adopted in August 2024 during an open window, which typically reduces the likelihood that they reflect new private information. The disclosed weighted average sale prices across the tranches were in a narrow $320.87 to $323.64 range, suggesting no single large market-disruptive block sale. Given Mr. Armstrong's continued large beneficial holding, the transactions seem routine and liquidity-focused rather than signaling a material change in commitment or strategy.

Corporate Governance Expert

TL;DR Sales followed an existing 10b5-1 plan, preserving governance transparency while slightly increasing public float through conversion.

The Form 4 properly documents conversion and dispositions and cites a 10b5-1 plan, which provides compliance cover and governance discipline for insider trading. Converting Class B to Class A increases the publicly tradeable share count for those converted shares, though the scale here (25,000 shares) is immaterial relative to Mr. Armstrong's overall indirect holdings of 22.78 million shares. The filing includes detailed weighted average sale prices and offers to provide per-price sales breakdowns on request, reflecting thorough disclosure practice. From a governance perspective, the filing aligns with expected insider reporting and transparency norms.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Armstrong Brian

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		C(1)(2)		25,000	A	$0(3)	25,526	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/15/2025		S(2)		6,523	D	$321.2452(4)	19,003	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/15/2025		S(2)		11,022	D	$322.3079(5)	7,981	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/15/2025		S(2)		7,455	D	$323.1593(6)	526	I	By The Brian Armstrong Living Trust

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
Class B Common Stock	(3)	09/15/2025		C(1)(2)			25,000	(3)	(3)	Class A Common Stock	25,000	$0	22,781,225	I	By The Brian Armstrong Living Trust
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,958,393		2,958,393	I	The Ehrsam 2014 Irrevocable Trust(7)

Explanation of Responses:

1. Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock.

2. The transactions reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 15, 2024, during an open trading window.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $320.87 and the highest price at which shares were sold was $321.75. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4) through (6) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $321.91 and the highest price at which shares were sold was $322.85.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $322.87 and the highest price at which shares were sold was $323.64.

7. These shares are held by The Ehrsam 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Brian Armstrong, by Lailey Rezai, Attorney-in-Fact	09/17/2025
	** 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 transactions did Brian Armstrong report for COIN on 09/15/2025?

The Form 4 shows Mr. Armstrong converted 25,000 Class B shares into 25,000 Class A shares and sold 25,000 Class A shares in three tranches on 09/15/2025 under a Rule 10b5-1 plan.

Were the sales executed under a trading plan or in an open window?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024, and the filing states they occurred during an open trading window.

What prices were reported for the sales in the Form 4?

The Form 4 reports weighted average sale prices for the three disposal tranches of approximately $321.25, $322.31, and $323.16; footnotes provide lowest and highest trade prices within each tranche.

How many Coinbase shares does Brian Armstrong beneficially own after these transactions?

Following the reported transactions, Mr. Armstrong is shown as beneficially owning 22,781,225 Class A shares indirectly through The Brian Armstrong Living Trust.

Does the filing indicate any change in control or unusual governance action?

No. The filing documents routine conversion and sales under a 10b5-1 plan and does not disclose any change in control or extraordinary governance actions.