Item 5. Other Information
ITEM 5. 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 March 31, 2026, two of the Company’s non-employee directors terminated previously adopted Rule 10b5-1 Plans and adopted new Rule 10b5-1 Plans and one of the Company’s officers adopted a Rule 10b5-1 Plan. All such 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 February 17, 2026 , Fred Wilson , a member of the Company’s board of directors , terminated a Rule 10b5-1 Plan he had previously adopted with respect to the sale of up to 64,973 shares of Class A common stock owned by Mr. Wilson and his spouse (the “Prior Wilson Plan”). The Prior Wilson Plan was adopted on August 7, 2025 and, prior to its termination by Mr. Wilson, was to expire by its terms on November 1, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements
44
Table of Contents
specified in the Prior Wilson Plan or the occurrence of certain events set forth therein. As of the date of termination of the Prior Wilson Plan, Mr. Wilson had sold 30,000 shares of Class A common stock under its terms. On February 18, 2026 , Mr. Wilson entered into a Rule 10b5-1 Plan (the “Wilson Plan”) providing for the potential sale of up to 50,000 shares of Class A common stock owned by The Frederick & Joanne Wilson 2012 DE Trust, of which Mr. Wilson’s spouse is the grantor, so long as the market price of the Class A common stock satisfies certain threshold prices specified in the Wilson Plan, between an estimated start date of May 20, 2026 and May 12, 2028 , or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Wilson Plan or the occurrence of certain events set forth therein.
On March 5, 2026 , Frederick Ernest Ehrsam III , a member of the Company’s board of directors , terminated a Rule 10b5-1 Plan he had previously adopted with respect to the sale of up to 2,543,770 shares of Class A common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee (the “Prior Ehrsam Plan”). The Prior Ehrsam Plan was adopted on August 7, 2025 and, prior to its termination by Mr. Ehrsam, was to expire by its terms on October 30, 2026, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Prior Ehrsam Plan or the occurrence of certain events set forth therein. As of the date of termination of the Prior Ehrsam Plan, Mr. Ehrsam had sold 370,564 shares of Class A common stock under its terms. On March 5, 2026 , Mr. Ehrsam entered into a Rule 10b5-1 Plan (the “Ehrsam Plan”) providing for the potential sale of up to 3,585,976 shares of Class A common stock issuable upon the conversion of shares of Class B common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee, so long as the market price of the Class A common stock satisfies certain threshold prices specified in the Ehrsam Plan, between an estimated start date of June 4, 2026 and December 4, 2026 , or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Ehrsam Plan or the occurrence of certain events set forth therein.
On March 6, 2026 , 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 27,499 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 restricted stock units (“RSUs”) for shares of Class A common stock. The Jones Plan provides for the sale of shares of Class A common stock, including upon the future grant, 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 satisfies certain threshold prices specified in the Jones Plan. Sales under the Jones Plan may occur between an estimated start date of June 5, 2026 and June 4, 2027 , or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Jones Plan or the occurrence of certain events set forth therein. The Jones Plan provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of 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 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, 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 the future vesting and settlement of outstanding RSUs.
45
Table of Contents
ITEM 6. EXHIBITS
Incorporated by Reference Filed or Furnished Herewith
Exhibit
Number Description Form File No. Exhibit Filing Date
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
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 With Embedded Linkbase Documents X
104 Cover Page Interactive Data File - the cover page from the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is formatted as Inline XBRL and contained in Exhibit 101
X
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q 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 or the Exchange Act.
46
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
COINBASE GLOBAL, INC.
Date: May 7, 2026
By:
/s/ Brian Armstrong
Brian Armstrong
Chief Executive Officer and Director
( Principal Executive Officer )
Date: May 7, 2026
By:
/s/ Alesia J. Haas
Alesia J. Haas
Chief Financial Officer
( Principal Financial Officer )
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.