Coinbase said on August 5, 2025 it priced its private offering of $1.3 billion aggregate principal amount of 0% convertible senior notes due 2029 and $1.3 billion aggregate principal amount of convertible senior notes due 2032. The company said the aggregate principal amount of the offering was increased from the previously announced offering size of $2.0 billion.

1. 01

   Coinbase said on August 5, 2025 it priced its private offering of $1.3 billion aggregate principal amount of 0% convertible senior notes due 2029 and $1.3 billion aggregate principal amount of convertible senior notes due 2032. The company said the aggregate principal amount of the offering was increased from the previously announced offering size of $2.0 billion.

2. 02

   Coinbase granted the initial purchasers options to purchase up to an additional $200.0 million principal amount of notes in each series, and said the sale is expected to settle on August 8, 2025. The company said it expects to receive approximately $2.56 billion in net proceeds (or approximately $2.96 billion if the initial purchasers exercise their options in full) after deducting the initial purchasers' discounts and commissions and estimated offering expenses.

3. 03

   Coinbase said the initial conversion price for the 2029 notes is approximately $454.44 per share and for the 2032 notes is approximately $394.84 per share. The company said the cap price of the capped call transactions for each series is $595.98 per share and it intends to use approximately $194.4 million of the net proceeds to pay the cost of the capped call transactions.

4. 04

   Coinbase said the notes will not bear regular interest and will mature on October 1, 2029 for the 2029 notes and October 1, 2032 for the 2032 notes. The company said it intends to use the remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures, investments in and acquisitions of other companies, products or technologies, and repurchases or repayment of shares of its Class A common stock and its outstanding convertible senior notes and senior notes.

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Original filing

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