01/13/2026 | Press release | Distributed by Public on 01/13/2026 16:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1) | (2) | 01/10/2026 | A | 321,588 | (3) | (4) | Class A Common Stock | 321,588 | $ 0 | 321,588 | D | ||||
| Restricted Stock Units(5) | (2) | 01/10/2026 | A | 160,793 | (6) | (4) | Class A Common Stock | 160,793 | $ 0 | 160,793 | D | ||||
| Restricted Stock Units(7) | (2) | 01/10/2026 | A | 160,793 | (6) | (4) | Class A Common Stock | 160,793 | $ 0 | 160,793 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Choi Emilie C/O COINBASE GLOBAL, INC. ONE MADISON AVENUE, SUITE 2400 NEW YORK, NY 10010 |
President & COO | |||
| /s/ Emilie Choi, by Lailey Rezai, Attorney-in-Fact | 01/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the number of restricted stock units ("RSUs") earned as a result of the achievement of performance criteria based on relative shareholder return pursuant to a performance-based RSU award with a performance period that ended on December 31, 2025, as certified by the Issuer's Compensation Committee on January 10, 2025. The RSUs vest on January 15, 2026. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| (3) | The RSUs vest on January 15, 2026. |
| (4) | RSUs do not expire; they either vest or are canceled prior to vesting date. |
| (5) | Represents the number of RSUs earned as a result of the achievement of performance criteria based on cumulative revenue pursuant to a performance-based RSU award with a performance period that ended on December 31, 2025, as certified by the Issuer's Compensation Committee on January 10, 2025. The RSUs vest on February 20, 2026. |
| (6) | The RSUs vest on February 20, 2026. |
| (7) | Represents the number of RSUs earned as a result of the achievement of performance criteria based on cumulative adjusted EBITDA pursuant to a performance-based RSU award with a performance period that ended on December 31, 2025, as certified by the Issuer's Compensation Committee on January 10, 2025. The RSUs vest on February 20, 2026. |