Coinbase Global, Inc. SEC Filings

Coinbase Global, Inc. filed a prospectus supplement for resale of Class A common stock by identified selling stockholders. The shares may be sold from time to time in public or private transactions at prevailing market prices, negotiated prices or under trading plans, and may be sold directly, through brokers, dealers or agents, or via block trades and other permitted methods. The prospectus states the companys Class A shares trade on Nasdaq under COIN and that the last reported sale price on August 14, 2025 was $324.89 per share. The prospectus emphasizes that investing involves a high degree of risk and directs readers to the Risk Factors and documents incorporated by reference. It discloses that certain corporate governance provisions limit stockholder actions (classified board triggers and high voting thresholds) and that Deloitte & Touche LLP audited consolidated financial statements incorporated by reference. The document explains where investors can find additional SEC filings and that selling stockholders bear selling expenses while the company bears registration costs.

Form 144 notice for Coinbase Global, Inc. (COIN) reporting a proposed sale of 6,401 common shares with an aggregate market value of $2,064,724.56, representing activity against a total of 215,159,125 shares outstanding. The sale is planned on or about 08/15/2025 on NASDAQ through Merrill Lynch in San Jose. The securities were acquired as equity compensation from Coinbase on 08/20/2023 (4,660 shares) and 08/20/2021 (1,741 shares).

The filing also discloses recent related sales over the past three months by Alesia Haas and ACB 2021 LLC totalling 16,399 shares with gross proceeds reported for each transaction, demonstrating prior dispositions by related parties. The filer certifies no undisclosed material adverse information.

Brian Armstrong, Coinbase Global, Inc. director and CEO, reported transactions dated 08/12/2025. He converted 25,000 shares of Class B into Class A and, under a Rule 10b5-1 trading plan, sold 25,000 Class A shares in multiple tranches at weighted average prices in several ranges. The reported sale prices ranged from a low of $324.33 to a high of $329.52. Following the reported disposals, the Form 4 lists incremental beneficial ownership balances ending with 526 Class A shares held indirectly by The Brian Armstrong Living Trust. The filing also discloses 2,958,393 Class A shares held by The Ehrsam 2014 Irrevocable Trust, of which Armstrong is trustee and for which he disclaims beneficial ownership except to his pecuniary interest.

Coinbase Global, Inc. (COIN) filed a Form 144 reporting a proposed sale of 25,000 common shares through Goldman Sachs & Co. LLC with an aggregate market value of $8,065,500. The filing states there are 215,159,125 shares outstanding and lists the approximate date of sale as 08/12/2025. The shares to be sold were acquired on 12/23/2019 from the Brian Armstrong 2018 Grantor Retained Annuity Trust and will convert from Class B to Class A in connection with any sales.

The filing also discloses numerous prior dispositions by The Brian Armstrong Living Trust over the past three months, including multiple transactions in May–August 2025 with single-sale gross proceeds ranging from about $1.2 million to over $121.9 million. The notice includes the required representation that the seller is not aware of any undisclosed material adverse information.

Coinbase completed a private offering of $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 and $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2032, including full exercise of the purchasers' options, for $3.0 billion aggregate principal. Net proceeds were approximately $2,957.1 million after discounts, commissions and estimated offering expenses, of which $224.3 million was used to pay for capped call transactions. The 2029 Notes mature on October 1, 2029 and the 2032 Notes mature on October 1, 2032 and are senior unsecured obligations.

The 2029 Notes have an initial conversion rate of 2.2005 shares per $1,000 (≈ $454.44 per share, ~52.5% premium to the $297.99 last sale price on August 5, 2025) and the 2032 Notes have an initial conversion rate of 2.5327 shares per $1,000 (≈ $394.84 per share, ~32.5% premium). Conversion is permitted upon specified triggers and freely from July 2, 2029 (2029 Notes) and July 1, 2032 (2032 Notes). Coinbase entered capped call transactions with an initial cap price of ≈ $595.98 (≈100% premium) intended to reduce dilution, but dilution may still occur if market price exceeds the cap.