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

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

Rhea-AI Filing Summary

Brian Armstrong, Chairman and CEO of Coinbase Global, Inc. (COIN), reported conversions and multiple stock sales on 10/02/2025 under a Rule 10b5-1 plan. He converted 25,000 shares of Class B into Class A common stock and then sold a series of Class A shares in four blocks: 3,849, 5,274, 13,729, and 2,148, for weighted average prices in the mid-$353$356 range. After these transactions his indirect ownership via The Brian Armstrong Living Trust is reported as 526 Class A shares and 22,781,225 Class A shares held indirectly via other trust holdings remain recorded. The trades were executed pursuant to a trading plan adopted on 08/15/2024 and were effected during an open trading window.

Positive

  • Transactions were executed under a Rule 10b5-1 trading plan, which provides procedural compliance
  • Trades occurred during an open trading window, reducing signalling and timing concerns
  • Major residual holdings remain in trust form (e.g., 22,781,225 Class A-equivalent shares noted)

Negative

  • Reported sales reduced indirect beneficial holdings materially from pre-transaction levels (several thousand shares sold)
  • Weighted average sale prices concentrated in the $353$356 range, which could impact near-term liquidity perception

Insights

Insider sold converted shares under a pre-established plan; timing aligns with governance norms.

The conversion of 25,000 Class B shares to Class A and the subsequent staged sales were executed under a Rule 10b5-1 plan adopted on 08/15/2024, which provides an affirmative defense against insider trading claims when properly followed.

Reliance on a trading plan reduces signaling risk, though the volume and price bands ($353.42$356.80) are meaningful to market liquidity on 10/02/2025. Monitor scheduled filings or plan disclosures for any material changes within the next 90 days.

Reported disposals modestly reduced direct beneficial holdings while large trust holdings remain.

The post-transaction beneficial ownership numbers show the Reporting Person's indirect holdings decreased to 526 directly held Class A shares via The Brian Armstrong Living Trust, while total Class A equivalence remains dominated by trust-held balances (e.g., 22,781,225 shares noted under conversions).

This pattern reflects liquidity management via sales rather than a full divestiture; investors may watch subsequent Form 4 filings over the next 30120 days for further disposition or plan-derived trades.

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)
10/02/2025
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 10/02/2025 C(1)(2) 25,000 A $0(3) 25,526 I By The Brian Armstrong Living Trust
Class A Common Stock 10/02/2025 S(2) 3,849 D $353.859(4) 21,677 I By The Brian Armstrong Living Trust
Class A Common Stock 10/02/2025 S(2) 5,274 D $355.0439(5) 16,403 I By The Brian Armstrong Living Trust
Class A Common Stock 10/02/2025 S(2) 13,729 D $355.9118(6) 2,674 I By The Brian Armstrong Living Trust
Class A Common Stock 10/02/2025 S(2) 2,148 D $356.5371(7) 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) 10/05/2025 C(1)(2) 0 (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(8)
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. Represents the weighted average sale price. The lowest price at which shares were sold was $353.42 and the highest price at which shares were sold was $354.40. 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 (7) to this Form 4.
5. Represents the weighted average sale price. The lowest price at which shares were sold was $354.43 and the highest price at which shares were sold was $355.41.
6. Represents the weighted average sale price. The lowest price at which shares were sold was $355.42 and the highest price at which shares were sold was $356.41.
7. Represents the weighted average sale price. The lowest price at which shares were sold was $356.43 and the highest price at which shares were sold was $356.80.
8. 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 10/06/2025
** 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 did Brian Armstrong report on Form 4 for COIN on 10/02/2025?

He converted 25,000 Class B shares to Class A and sold 24, ... (3,849; 5,274; 13,729; 2,148) Class A shares at weighted average prices between $353.42 and $356.80 under a Rule 10b5-1 plan.

Were the trades made under a trading plan or opportunistically?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 08/15/2024 and were executed during an open trading window.

How many Class A shares did Armstrong hold after these transactions?

Following the reported transactions, the filing shows 526 Class A shares held indirectly by The Brian Armstrong Living Trust, plus larger trust-linked holdings reported elsewhere totaling 22,781,225 Class A-equivalent shares.

What price range did the sales occur at?

The filing reports weighted average sale prices with lowest and highest reported trade prices ranging between $353.42 and $356.80.

Does the filing indicate any change in Armstrong’s role or relationship with Coinbase?

No; the filing continues to list him as Chairman and CEO and a 10% owner.
Coinbase Global, Inc.

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