Coinbase Global, Inc. SEC Filings

Coinbase Global, Inc. approved a plan to reincorporate from Delaware to Texas by conversion, authorized by stockholders holding approximately 78.40% of the voting power via written consent on November 4, 2025. The change will take effect no earlier than 20 calendar days after the Information Statement is mailed.

Each outstanding share will convert one-for-one into Texas corporation shares (Class A to Class A; Class B to Class B). The company’s business, leadership, assets, liabilities, and Nasdaq listing under “COIN” remain unchanged. As of the October 31, 2025 record date, shares outstanding were 228,176,267 Class A and 41,481,347 Class B.

Class A holders have no appraisal rights. Certain Class B holders who meet Section 262 procedures may seek appraisal. The board cited Texas’s code‑based corporate law (including a codified business judgment rule and the ability to set a derivative suit ownership threshold up to 3%) and business-friendly environment. Coinbase also notes eliminating Delaware franchise tax (previously $250,000 for the most recent period), while Texas franchise tax is already paid based on margin.

Coinbase Global (COIN) director reported open‑market sales totaling 10,000 Class A shares on 11/06/2025, executed in multiple tranches under a Rule 10b5‑1 trading plan adopted on August 7, 2025. Reported weighted‑average sale prices ranged from $295.4307 to $312.1371, with detailed price ranges provided for each tranche.

Following these transactions, the reporting person directly holds 204,973 Class A shares. Indirect holdings disclosed include 2,416 shares via FJW Partners, LLC and 50,000 shares via the Fred and Joanne Wilson 2012 Delaware Trust, with beneficial ownership disclaimed except to any pecuniary interest.

Coinbase Global (COIN) director Frederick Ernest Ehrsam III reported insider transactions via The Frederick Ernest Ehrsam III Living Trust. On 11/06/2025 and 11/07/2025, the trust converted Class B Common Stock into Class A Common Stock and executed multiple open‑market sales.

The trust converted 277,074 shares on 11/06/2025 and 19,927 shares on 11/07/2025 at $0, consistent with the stated one‑for‑one conversion terms. Sales on 11/06/2025 occurred at weighted average prices within disclosed ranges of $306.50–$316.49, and on 11/07/2025 within $285.74–$291.76. Following the final reported sales on each date, the filing shows 0 Class A shares indirectly held by the trust.

The transactions were effected under a Rule 10b5‑1 trading plan adopted on August 7, 2025 during an open trading window.

Coinbase Global (COIN): CEO Brian Armstrong reported insider transactions. On 11/03/2025, Armstrong’s trust converted 25,000 shares of Class B common stock into 25,000 Class A shares at $0, then sold 25,000 Class A shares in multiple tranches pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

The reported sales occurred at weighted-average prices ranging from $335.1225 to $340.1546, with disclosed low-high ranges per tranche of $334.80–$340.60. Following these transactions, the filing shows 526 Class A shares indirectly owned by The Brian Armstrong Living Trust and 22,706,225 Class B derivative securities beneficially owned by the trust. A separate line lists 2,958,393 Class A shares underlying Class B held by The Ehrsam 2014 Irrevocable Trust, for which Armstrong is trustee and disclaims beneficial ownership except to the extent of any pecuniary interest.

Coinbase Global (COIN) reported a strong Q3 2025 and completed a major acquisition. Total revenue was $1,868,693 thousand, up from $1,205,193 thousand a year ago, as both trading and subscription lines grew. Net income rose to $432,552 thousand, with diluted EPS of $1.50, reflecting higher activity and stablecoin-related revenue.

The company acquired Deribit (Sentillia B.V.) for $4.3 billion, paid as $721,460 thousand in cash and $3,573,092 thousand in Class A stock. The deal added $2,818,754 thousand of goodwill and $1,390,000 thousand of identifiable intangibles, positioning Coinbase in crypto derivatives. Coinbase also issued $1.5 billion of 0% convertible notes due 2029 (conversion price $454.44) and $1.5 billion due 2032 (conversion price $394.84), and purchased capped calls for $224,250 thousand.

Balance sheet and cash flows shifted with growth and financing. Assets reached $31,351,367 thousand, including USDC of $3,696,441 thousand and crypto assets held for investment of $2,597,277 thousand. Operating cash flow was $(638,768) thousand, investing cash flow $(1,652,383) thousand, and financing cash flow $1,896,096 thousand.

Coinbase Global, Inc. furnished an update on its quarterly results. The company issued a shareholder letter announcing financial results for the quarter ended September 30, 2025 and will host a conference call to discuss them. The shareholder letter is provided as Exhibit 99.1.

The materials under Item 2.02 are furnished, not filed, under the Exchange Act. Coinbase also notes it uses its Investor Relations site, blog, press releases, public calls/webcasts, its X feeds, LinkedIn, and YouTube to disclose information consistent with Regulation FD.

Coinbase Global (COIN) reported insider activity by its CFO, Alesia J. Haas. On 10/15/2025, she sold 6,142 shares of Class A common stock in three transactions executed under a Rule 10b5-1 trading plan adopted on August 29, 2024.

The sales included 2,150 shares at a weighted average price of $343.36 (with individual trades between $343.00 and $343.36), 2,250 shares at $345.42, and 1,742 shares at $345.42 through ACB 2021, LLC. Following these transactions, she reported 84,820 shares held directly and 3,484 shares held indirectly via ACB 2021, LLC.

Coinbase (COIN) Form 4: Chairman & CEO Brian Armstrong converted 25,000 shares of Class B Common Stock into Class A and, pursuant to a Rule 10b5-1 plan adopted on August 15, 2024, sold 25,000 Class A shares on October 13, 2025 across multiple trades at weighted average prices including $359.4872, $360.4771, $361.4478, $362.3486, $363.9479, and $364.1688. Following these transactions, 526 Class A shares were held indirectly by The Brian Armstrong Living Trust. Each Class B share is convertible into one Class A share and has no expiration date. The trust reported 22,731,225 Class B shares beneficially owned after the conversion.

Coinbase Global, Inc. notice reports a proposed sale of 20,000 Class A common shares by the Emilie Choi trust, to be executed through Morgan Stanley Smith Barney LLC on or about 10/10/2025. The filing lists an aggregate market value of $7,740,000.00 based on 20,000 shares and shows 215,159,125 shares outstanding for the class. The securities were acquired on 04/01/2021 via estate planning transfers from the settlor, Emilie Choi, and the filing discloses a prior sale of 10,000 shares on 09/12/2025 that generated $3,277,200.00 in gross proceeds. The filer affirms the standard Rule 144 representation about non‑public material information and notes possible reliance on Rule 10b5‑1 plan language where applicable.