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

Rhea-AI Filing Summary

Brian Armstrong, Chairman and CEO of Coinbase Global, Inc. (COIN), reported transactions on a Form 4 dated 09/04/2025 executed under a Rule 10b5-1 trading plan adopted 08/15/2024. The filing shows conversion of 25,000 Class B shares into 25,000 Class A shares and three separate sales of Class A shares: 12,643 shares at a weighted average $301.4275, 6,474 shares at $302.5748, and 5,883 shares at $303.3931. After the derivative conversion, The Brian Armstrong Living Trust beneficially owned 22,806,225 Class A shares. Some other shares are held by The Ehrsam 2014 Irrevocable Trust, of which the reporting person is trustee. All transactions were effected pursuant to the disclosed 10b5-1 plan.

Positive

• Transactions were executed under a Rule 10b5-1 plan, reducing timing/insider-trading scrutiny risk.
• Conversion of 25,000 Class B to Class A is explicitly reported and increased the trust's reported Class A holdings to 22,806,225 shares.

Negative

• Insider sales totaling 24, (exact sum 25,000 converted then sales of 12,643, 6,474, 5,883) reduced immediate insider-held Class A shares; sales executed at weighted average prices between $301.43 and $303.39.
• Some reported beneficial ownership is indirect via trusts, and the reporting person disclaims beneficial ownership of certain trust-held shares except to the extent of pecuniary interest.

Insights

Corporate Governance Expert

TL;DR: Insider used a pre-established 10b5-1 plan to convert Class B shares and execute timed sales, a routine governance disclosure.

The filing documents a controlled conversion of Class B into Class A shares and systematic sales executed under a Rule 10b5-1 plan adopted August 15, 2024. Using a 10b5-1 plan reduces regulatory risk around timing allegations and signals pre-planned liquidity management rather than opportunistic trading. The conversion increased the reported Class A holdings of the Brian Armstrong Living Trust to 22,806,225 shares, while multiple sell transactions recorded weighted average prices between $301.43 and $303.39. The report also notes trustee-held shares in the Ehrsam trust, with a disclaimer of beneficial ownership limited to pecuniary interest.

Securities Analyst

TL;DR: Material share sales were executed but under a trading plan, reducing insider exposure while leaving substantial trust-held Class A stock.

The specific sale amounts—12,643; 6,474; and 5,883 shares—are modest relative to the aggregate 22.8 million Class A shares reported as held by the trust post-conversion. The weighted average sale prices reported range from $301.00 to $303.82 across tranches, with average prices per reported line of $301.4275, $302.5748, and $303.3931. These transactions convert voting Class B stock into Class A and realize liquidity under an established plan rather than indicating a change in company control. From an investor materiality perspective, the filing is notable for transparency but does not, by itself, disclose a change in long-term ownership concentration.

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).

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)
09/04/2025

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	09/04/2025		C(1)(2)		25,000	A	$0(3)	25,526	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/04/2025		S(2)		12,643	D	$301.4275(4)	12,883	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/04/2025		S(2)		6,474	D	$302.5748(5)	6,409	I	By The Brian Armstrong Living Trust
Class A Common Stock	09/04/2025		S(2)		5,883	D	$303.3931(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)	09/04/2025		C(1)(2)			25,000	(3)	(3)	Class A Common Stock	25,000	$0	22,806,225	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 $301.00 and the highest price at which shares were sold was $301.96. 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 $302.10 and the highest price at which shares were sold was $302.97.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $303.005 and the highest price at which shares were sold was $303.82.

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	09/08/2025
	** 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 on Form 4 for COIN?

The filing reports conversion of 25,000 Class B shares into Class A and sales of 12,643; 6,474; and 5,883 Class A shares executed on 09/04/2025.

Were the trades made under a 10b5-1 plan for COIN insider transactions?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

What prices were the insider sales executed at?

The reported weighted average sale prices are $301.4275, $302.5748, and $303.3931; footnotes list price ranges with lows/highs of $301.00–$303.82 across tranches.

How many Class A shares does the Brian Armstrong Living Trust report owning after these transactions?

The Form 4 reports The Brian Armstrong Living Trust beneficially owned 22,806,225 Class A shares following the conversion.

Does Brian Armstrong claim direct beneficial ownership of all shares reported?

No. The filing indicates certain shares are held indirectly in trusts; the Reporting Person disclaims beneficial ownership of Ehrsam trust shares except to the extent of any pecuniary interest.