Coinbase Global, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.00001 — which registered Class A common stock, $0.00001 par value COIN The Nasdaq Stock Market

Filing Documents

• coin-20251215.htm (8-K) — 47KB
• exhibit21planofconversion.htm (EX-2.1) — 38KB
• exhibit31certificationoffo.htm (EX-3.1) — 1003KB
• exhibit32bylaws.htm (EX-3.2) — 1512KB
• exhibit412026notes.htm (EX-4.1) — 35KB
• exhibit422029notes.htm (EX-4.2) — 34KB
• exhibit432030notes.htm (EX-4.3) — 35KB
• exhibit442032notes.htm (EX-4.4) — 34KB
• exhibit51opinion.htm (EX-5.1) — 11KB
• exhibit52opinion.htm (EX-5.2) — 24KB
• exhibit53opinion.htm (EX-5.3) — 10KB
• image_1.jpg (GRAPHIC) — 16KB
• image_1a.jpg (GRAPHIC) — 16KB
• image_1c.jpg (GRAPHIC) — 16KB
• 0001679788-25-000247.txt ( ) — 3147KB
• coin-20251215.xsd (EX-101.SCH) — 2KB
• coin-20251215_lab.xml (EX-101.LAB) — 20KB
• coin-20251215_pre.xml (EX-101.PRE) — 12KB
• coin-20251215_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On December 15, 2025, Coinbase Global, Inc. (the "Company") filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) a certificate of conversion with the Secretary of State of the State of Texas, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Texas (the "Reincorporation") became effective on December 15, 2025, at 5:00 p.m. Eastern Time (the "Effective Time"). At the Effective Time: the Company's state of incorporation changed from the State of Delaware to the State of Texas; and the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company's existing restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (the "Texas Charter") and the bylaws approved by the Company's board of directors (the "Texas Bylaws"). The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the transaction costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation. At the Effective Time, each outstanding share of Class A common stock, par value $0.00001 per share, of the Delaware corporation (the "Delaware Corporation Class A common stock") automatically converted into one outstanding share of Class A common stock, par value $0.00001 per share, of the Texas corporation (the "Texas Corporation Class A common stock"), and each

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Plan of Conversion of Coinbase Global, Inc. 3.1 Certificate of Formation of Coinbase Global, Inc. 3.2 Bylaws of Coinbase Global, Inc. 4.1 Supplemental Indenture dated December 12 , 2025 between the Company and U.S. Bank Trust Company, National Association (2026 Notes) . 4.2 Supplemental Indenture dated December 12 , 2025 between the Company and U.S. Bank Trust Company, National Association (2029 Notes) . 4.3 Supplemental Indenture dated December 12 , 2025 between the Company and U.S. Bank Trust Company, National Association (2030 Notes) . 4.4 Supplemental Indenture dated December 12 , 2025 between the Company and U.S. Bank Trust Company, National Association (2032 Notes) . 5.1 Opinion of Foley & Lardner LLP . 5.2 Opinion of Foley & Lardner LLP . 5.3 Opinion of Foley & Lardner LLP . 23.1 Consent of Foley & Lardner LLP (contained in Exhibits 5.1, 5.2 and 5.3). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COINBASE GLOBAL, INC. Dated: December 15, 2025 By: /s/ Alesia J. Haas Alesia J. Haas Chief Financial Officer

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View this 8-K filing on SEC EDGAR