Coinbase Global, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024 . Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024 , our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K. Changes in Internal Controls Over Financial Reporting There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. 177 ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended December 31, 2024, three of the Company’s officers adopted a Rule 10b5-1 Plan. The applicable Rule 10b5-1 Plans were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy. On December 2, 2024 , Emilie Choi , the Company’s President and Chief Operating Officer , entered into a Rule 10b5-1 Plan (the “Choi Plan”). On December 17, 2024 , Ms. Choi terminated the Choi Plan for estate planning purposes. As of the date of termination of the Choi Plan, Ms. Choi had not sold any shares of Class A common stock thereunder. The Choi Plan provided for the potential sale of up to 733,235 shares of Class A common stock owned by Ms. Choi, including upon the vesting and settlement of restricted stock units (“RSUs”) and performance RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock was higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of March 3, 2025 and December 31, 2025 . The Choi Plan provided for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs and performance RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations. The number of shares to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Choi Plan, could only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events. On December 3, 2024 , Jennifer Jones , the Company’s Chief Accounting Officer , entered into a Rule 10b5-1 Plan (the “Jones Plan”) providing for the potential sale of up to 23,625 shares of Class A common stock owned by Ms. Jones, plus an additional undetermined number of shares of Class A common stock to be received by Ms. Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Jones Plan or, in certain circumstances, at the market price , between an estimated start date of March 4, 2025 and February 27, 2026 . The Jones Plan provides for the sale of shares of Class A common stock to be received by Ms. Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock. The Jones Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations and shares sold pursuant to Ms. Jones’ prior Rule 10b5-1 Plan dated February 29, 2024 (the “Prior Jones Plan”). The numbers of shares (i) to be received by Ms. Jones upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company or sold pursuant to the Prior Jones Plan, and therefore the exact number of shares to be sold pursuant to the Jones Plan, can only be determined upon the occurrence of future events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events or to be sold pursuant to the Prior Jones Plan. On December 2, 2024 , Lawrence Brock , the Company’s Chief People Officer , entered into a Rule 10b5-1 Plan (the “Brock Plan”) providing for the potential sale of up to 72,436 shares of Class A common stock owned by Mr. Brock, plus an additional undetermined number of shares of Class A common stock to 178 be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock, including upon the vesting and settlement of RSUs for shares of Class A common stock and the exercise of vested stock options for shares of Class A common stock , so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan or, in certain circumstances, at the market price , between an estimated start date of March 3, 2025 and February 27, 2026 . The Brock Plan provides for the sale of shares of Class A common stock to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock. The Brock Plan also provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares withheld or mandatorily sold by the Company to satisfy applicable tax obligations. The numbers of shares (i) to be received by Mr. Brock upon the future grant, vesting, and settlement of RSUs for shares of Class A common stock and (ii) to be withheld or mandatorily sold by the Company, and therefore the exact number of shares to be sold pursuant to the Brock Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without (i) including any shares to be sold upon the future vesting and settlement of any RSUs that have not yet been granted and (ii) subtracting any shares to be withheld or mandatorily sold by the Company upon future vesting events. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable PART III I ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 . Insider Trading Policies and Procedures The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, contractors, advisors, and consultants, and the Company itself, that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of the Company’s Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 . ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 . ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 . 179 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 . PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K: Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Changes in Stockholders’ Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 2. Financial Statement Schedules All schedules have been omitted because the required information is included in the Consolidated Financial Statements or the notes thereto, or because it is not required. 3. Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Incorporated by Reference Filed or Furnished Herewith Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Restated Certificate of Incorporation S-8 333-254967 4.1 4/1/2021 3.2 Amended and Restated Bylaws 8-K 001-40289 3.1 2/1/2023 4.1 Form of the Registrant’s Class A common stock certificate S-1 333-253482 4.1 2/25/2021 4.2 Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021 S-1 333-253482 4.2 3/17/2021 4.3 Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee 8-K 001-40289 4.1 5/21/2021 4.4 Form of 0.50% Convertible Senior Notes due 2026 (included in Exhibit 4.3) 8-K 001-40289 4.2 5/21/2021 4.5 Indenture, dated as of September 17, 2021, among Coinbase Global, Inc., Coinbase, Inc. and U.S. Bank National Association, as trustee 8-K 001-40289 4.1 9/17/2021 4.6 Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.5) 8-K 001-40289 4.2 9/17/2021 4.7 Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.5) 8-K 001-40289 4.3 9/17/2021 180 4.8 I ndenture, dated as of March 18, 2024, between Coinbase Global, Inc. and U.S. Bank Trust Company, National Association, as trustee 8-K 001-40289 4.1 3/18/2024 4.9 Form of 0.25% Convertible Senior Notes due 2030 (included in Exhibit 4.8) 8-K 001-40289 4.2 3/18/2024 4.10 Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended 10-K 001-40289 4.8 2/21/2023 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers S-1 333-253482 10.1 2/25/2021 10.2† 2013 Amended and Restated Stock Plan and forms of award agreements thereunder S-1 333-253482 10.2 2/25/2021 10.3† 2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder S-1 333-253482 10.3 2/25/2021 10.4† 2021 Equity Incentive Plan and forms of award agreements thereunder X 10.5† 2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder X 10.6† Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan 10-K 001-40289 10.6 2/25/2022 10.7† Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021 S-1 333-253482 10.6 2/25/2021 10.8† Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021 S-1 333-253482 10.8 2/25/2021 10.9† Employment Agreement by and between the Registrant and Alesia J. Haas, dated March 29, 2021 10-K 001-40289 10.10 2/25/2022 10.10† Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 2021 10-K 001-40289 10.11 2/25/2022 10.11† Employment Agreement by and between the Registrant and Lawrence Brock, dated February 11, 2023 10-K 001-40289 10.11 2/15/2024 10.12† Ame n d ed and Restated Change of Control and Severance Policy X 10.13 Form of Capped Call Transaction Confirmation relat ing to 0.50% Convertible Senio r Notes d ue 2026 8-K 001-40289 10.1 5/21/2021 10.14 F orm of Capped Call Transaction Confirmation relating to 0.25% Convertible Senior Notes due 20 30 8-K 001-40289 10.1 3/18/2024 10.15*^ Collaboration Agreement by and between the Registrant and Circle Inter ne t Finan cial, LLC , dated August 18, 2023 X 10.16*^ S tab lecoin E cosystem Agreement by and between the Regis trant and Circle Inter ne t Financial, LLC , dated November 14, 202 4 X 19.1 I nsider Trading Policy X 21.1 List of Subsidiaries of the Registrant X 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm X 181 24.1 Power of Attorney (included on the signature page) X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Compensation Recovery Policy 10-K 001-40289 97.1 2/15/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL X ________________ † Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate. * The Registrant has omitted portions of the exhibit (indicated by “[*]”) as permitted under Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the SEC upon request. ^ The Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request. The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act. 182 ITEM 16. FORM 10-K SUMMARY None 183 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 13, 2025 COINBASE GLOBAL, INC. By: /s/ Brian Armstrong Brian Armstrong Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian Armstrong and Alesia J. Haas, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 184 Name Title Date /s/ Brian Armstrong Chief Executive Officer and Chairman of the Board February 13, 2025 Brian Armstrong (Principal Executive Officer) /s/ Alesia J. Haas Chief Financial Officer February 13, 2025 Alesia J. Haas (Principal Financial Officer) /s/ Jennifer N. Jones Chief Accounting Officer February 13, 2025 Jennifer N. Jones (Principal Accounting Officer) /s/ Marc L. Andreessen Director February 13, 2025 Marc L. Andreessen /s/ Paul Clement Director February 13, 2025 Paul Clement /s/ Christa Davies Director February 13, 2025 Christa Davies /s/ Frederick Ernest Ehrsam III Director February 13, 2025 Frederick Ernest Ehrsam III /s/ Kelly Kramer Director February 13, 2025 Kelly Kramer /s/ Chris Lehane Director February 13, 2025 Chris Lehane /s/ Tobias Lütke Director February 13, 2025 Tobias Lütke /s/ Gokul Rajaram Director February 13, 2025 Gokul Rajaram /s/ Fred Wilson Director February 13, 2025 Fred Wilson 185