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

Rhea-AI Filing Summary

Coinbase Global (COIN) filed a Form 4 showing Chairman & CEO Brian Armstrong converted 450,000 Class B super-voting shares into Class A and sold 449,155 Class A shares on 25-26 Jun 2025. Weighted-average prices ranged $358.00-$369.25, yielding roughly $163 million in gross proceeds. The transactions were executed under a Rule 10b5-1 plan adopted 15 Aug 2024. After the sale, The Brian Armstrong Living Trust owns about 45 k Class A shares and 23.48 million Class B shares, keeping Armstrong a >10 % holder.

The move modestly reduces the outstanding super-voting share count and increases Class A float, but represents a substantial CEO liquidation that could influence investor sentiment.

Positive

• Conversion of 450,000 Class B super-voting shares to Class A slightly reduces insider voting power and increases public float.

Negative

• CEO sold 449,155 Class A shares worth ≈$163 million, a large insider sale that may signal limited near-term confidence.

Insights

Financial Analyst

CEO converts super-vote stock and sells $163 M; signals possible profit-taking, governance largely unchanged.

Scale of sale: 449,155 shares equate to ≈0.4 % of Class A outstanding but a meaningful cash value. Such a high-profile divestiture often weighs on near-term sentiment, especially for growth names where insider confidence is closely watched.

Liquidity & float: Conversion adds 450 k shares to public float, a modest 0.3 days of average volume, unlikely to stress supply. Cash proceeds go to Armstrong, not Coinbase, so no balance-sheet impact.

Ownership structure: Armstrong retains >23 M Class B shares (≈64 % voting power), therefore strategic control remains intact. Investors should view the sale as personal portfolio management rather than a shift in company outlook, but timing during elevated price levels could cap upside.

Governance Specialist

Conversion trims super-voting shares; sale optics negative, governance impact small.

The elimination of 450 k Class B shares marginally eases Coinbase’s dual-class disparity, moving 0.2 % of voting power into one-share/one-vote Class A. While incremental, continued conversions could improve alignment over time.

However, the CEO’s sizable disposal may be interpreted as reduced long-term confidence, even though executed under a 10b5-1 plan. Investors typically discount sales made via preset plans, yet the magnitude still attracts scrutiny.

Net effect: slight governance progress offset by potential perception risk. Monitoring future Class B conversions and additional 10b5-1 activity will reveal whether this marks a trend toward governance normalization.

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).

X

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^*

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)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/25/2025		C(1)(2)		336,265	A	$0(3)	336,791	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		72,111	D	$358.42(4)	264,680	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		31,501	D	$359.3814(5)	233,179	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		19,007	D	$360.4586(6)	214,172	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		34,505	D	$361.4558(7)	179,667	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		31,230	D	$362.4192(8)	148,437	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		19,534	D	$363.4442(9)	128,903	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		23,451	D	$364.5154(10)	105,452	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		36,496	D	$365.4834(11)	68,956	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		23,614	D	$366.3712(12)	45,342	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		25,931	D	$367.5073(13)	19,411	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		18,040	D	$368.4063(14)	1,371	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/25/2025		S(2)		845	D	$369.1349(15)	526	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		C(1)(2)		113,735	A	$0(3)	114,261	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		2,585	D	$358.6779(16)	111,676	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		5,965	D	$359.4616(17)	105,711	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		5,456	D	$360.5341(18)	100,255	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		10,088	D	$361.4998(7)	90,167	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		20,177	D	$362.5098(8)	69,990	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		28,185	D	$363.5322(9)	41,805	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		28,453	D	$364.4167(19)	13,352	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		10,417	D	$365.391(11)	2,935	I	By The Brian Armstrong Living Trust
Class A Common Stock	06/26/2025		S(2)		2,409	D	$366.2187(20)	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)	06/25/2025		C(1)(2)			336,265	(3)	(3)	Class A Common Stock	336,265	$0	23,594,960	I	By The Brian Armstrong Living Trust
Class B Common Stock	(3)	06/26/2025		C(1)(2)			113,735	(3)	(3)	Class A Common Stock	113,735	$0	23,481,225	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(21)

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)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brian Armstrong Living Trust

(Last) (First) (Middle)

C/O COINBASE GLOBAL, INC.

ONE MADISON AVENUE, SUITE 2400

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 $358.00 and the highest price at which shares were sold was $358.99. 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 (20) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $359.00 and the highest price at which shares were sold was $359.99.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $360.00 and the highest price at which shares were sold was $360.99.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $361.00 and the highest price at which shares were sold was $361.99.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $362.00 and the highest price at which shares were sold was $362.99.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $363.00 and the highest price at which shares were sold was $363.99.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $364.00 and the highest price at which shares were sold was $364.965.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $365.00 and the highest price at which shares were sold was $365.99.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $366.00 and the highest price at which shares were sold was $366.99.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $367.00 and the highest price at which shares were sold was $367.99.

14. Represents the weighted average sale price. The lowest price at which shares were sold was $368.00 and the highest price at which shares were sold was $368.99.

15. Represents the weighted average sale price. The lowest price at which shares were sold was $369.01 and the highest price at which shares were sold was $369.25.

16. Represents the weighted average sale price. The lowest price at which shares were sold was $358.00 and the highest price at which shares were sold was $358.99.

17. Represents the weighted average sale price. The lowest price at which shares were sold was $359.02 and the highest price at which shares were sold was $359.995.

18. Represents the weighted average sale price. The lowest price at which shares were sold was $360.00 and the highest price at which shares were sold was $360.98.

19. Represents the weighted average sale price. The lowest price at which shares were sold was $364.00 and the highest price at which shares were sold was $364.985.

20. Represents the weighted average sale price. The lowest price at which shares were sold was $366.00 and the highest price at which shares were sold was $366.54.

21. 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	06/27/2025
	/s/ The Brian Armstrong Living Trust, by Lailey Rezai, Attorney-in-Fact	06/27/2025
	** 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

How many Coinbase shares did CEO Brian Armstrong sell on 25-26 Jun 2025?

He disposed of 449,155 Class A shares at weighted-average prices between $358.00 and $369.25, generating roughly $163 million.

What Class B to Class A conversion was disclosed in COIN's Form 4?

The Brian Armstrong Living Trust converted 450,000 Class B shares into an equal number of Class A shares; Class B is convertible 1-for-1 with no expiration.

What is Brian Armstrong's remaining ownership after these transactions?

Post-sale, the trust holds about 45 k Class A shares and 23.48 million Class B shares, keeping Armstrong a >10 % owner.

Were the stock sales executed under a trading plan?

Yes. All sales were made under a Rule 10b5-1 plan adopted on 15 Aug 2024.

How does this filing affect Coinbase's share structure?

Conversion reduces super-voting Class B by 450 k and increases Class A float by the same amount, slightly diluting insider voting power.