Coinbase CFO Reports RSU Vesting and Tax-Withholding Share Cancellation — Form 4
Rhea-AI Filing Summary
Alesia J. Haas, Chief Financial Officer of Coinbase Global, Inc. (COIN), reported equity transactions dated 08/20/2025. Restricted stock units (RSUs) vested and converted into 5,869 and 4,101 shares of Class A common stock at a $0 acquisition price, and 4,944 shares were surrendered in an exempt transaction for tax withholding at a sale price of $302.07 per share. The filing shows the Reporting Person directly beneficially owned between 93,895 and 98,839 Class A shares following the reported transactions and indirectly holds 6,968 shares of record through ACB 2021, LLC. The RSUs vest in equal quarterly installments over three-year schedules, with one award completing vesting on 11/20/2026 and the other on 02/20/2028. The transactions reflect routine executive compensation vesting and tax-withholding mechanics.
Positive
- RSU vesting confirms continued executive alignment with shareholder interests through equity compensation
- Clear disclosure of tax-withholding mechanics (shares surrendered and cancelled) under an exempt transaction provides transparency
- Vesting schedules disclosed (quarterly over three years, completing 11/20/2026 and 02/20/2028) clarify future equity dilution timing
Negative
- Shares surrendered for tax withholding (4,944 shares at $302.07) reduce the Reporting Person's direct shareholdings
- Some beneficial ownership held indirectly via ACB 2021, LLC, with the Reporting Person disclaiming beneficial ownership except for pecuniary interest, which may limit direct alignment visibility
Insights
TL;DR: Routine RSU vesting with a small withholding sale; no material change to control or firm capitalization.
The Form 4 documents periodic vesting of RSU awards to the CFO resulting in the issuance of 5,869 and 4,101 Class A shares and the surrender of 4,944 shares to satisfy federal and state tax withholding at $302.07 per share. These are compensatory events rather than open-market disposals and are exempt under Section 16b-3(e). Reported direct beneficial ownership totals remain in the mid-to-high tens of thousands of shares, with an additional 6,968 shares held of record by an entity controlled by the Reporting Person. From an investor perspective, the filing is routine and expected for executive equity compensation.
TL;DR: Compensation-related vesting and tax withholding; disclosure is complete and conforms to Rule 16 reporting.
The filing discloses vesting schedules and the mechanics of share cancellation to cover tax obligations, including explicit vesting completion dates (11/20/2026 and 02/20/2028) and that RSUs convert one-for-one to Class A shares. The Reporting Person properly disclaims beneficial ownership of shares held by ACB 2021, LLC except for any pecuniary interest. The transactions align with standard governance practices for executive equity awards and tax withholding procedures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 5,869 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,101 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,869 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,101 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 4,944 | $302.07 | $1.49M |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. 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. These shares are held of record by ACB 2021, LLC, of which the Reporting Person is the sole member. The Reporting Person disclaims beneficial ownership of the shares owned by ACB 2021, LLC, except to the extent of her pecuniary interest therein, if any. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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. RSUs do not expire; they either vest or are canceled prior to vesting date. 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.
