On August 8, 2025, Coinbase completed its private offering of $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 and $1.5 billion aggregate principal amount of Convertible Senior Notes due 2032, including the full exercise by the Initial Purchasers of their options to purchase an additional $200.0 million aggregate principal amount of each series.

1. 01

   On August 8, 2025, Coinbase completed its private offering of $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 and $1.5 billion aggregate principal amount of Convertible Senior Notes due 2032, including the full exercise by the Initial Purchasers of their options to purchase an additional $200.0 million aggregate principal amount of each series.

2. 02

   The company said the Notes will not bear regular interest and the principal amount will not accrete, with maturity on October 1, 2029 and October 1, 2032. Holders may convert under certain circumstances, including when the last reported sale price per share of Class A Common Stock exceeds 130% of the conversion price.

3. 03

   Coinbase set the initial conversion price for the 2029 Notes at approximately $454.44 per share and for the 2032 Notes at approximately $394.84 per share, representing premiums of approximately 52.5% and 32.5%, respectively, to the last reported sale price of $297.99 per share on August 5, 2025. The company entered into Capped Call Transactions with a cap price of approximately $595.98 per share.

4. 04

   The company said the net proceeds from the offering were approximately $2,957.1 million, of which approximately $224.3 million was used to pay the cost of the Capped Call Transactions. It added that the remainder will be used for general corporate purposes, which may include working capital, capital expenditures and investments in and acquisitions of other companies, products or technologies, as well as to repurchase, repay at maturity, or repurchase or redeem prior to maturity shares of Class A Common Stock and the Outstanding Notes.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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