Coinbase said it filed certificates of conversion with the Secretary of State of Delaware and the Secretary of State of Texas on December 15, 2025, and the reincorporation from Delaware to Texas became effective on the same day at 5:00 p.m. Eastern Time.

8-KOther EventsFiled Dec 16, 2025Period of report Dec 15, 2025Summary published (UTC) Oct 12, 2026

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Coinbase said it filed certificates of conversion with the Secretary of State of Delaware and the Secretary of State of Texas on December 15, 2025, and the reincorporation from Delaware to Texas became effective on the same day at 5:00 p.m. Eastern Time.
The company said that as of the effective time, its internal affairs ceased to be governed by Delaware law and its existing restated certificate of incorporation and amended and restated bylaws, and instead became governed by Texas law, the certificate of formation filed with the Secretary of State of Texas (the Texas Charter) and the bylaws approved by the company's board of directors (the Texas Bylaws).
Coinbase said each outstanding share of Class A and Class B common stock of the Delaware corporation automatically converted into 1 share of Class A and Class B common stock, respectively, of the Texas corporation, and securities including convertible notes due 2026, 2029, 2030 and 2032 became securities of the Texas corporation under the same terms and conditions. It said Class A common stock continues to be traded on the Nasdaq Global Select Market under the symbol "COIN."
The company said the reincorporation did not result in any change in its business, management, assets, liabilities or other matters (other than as a result of transaction costs related to the reincorporation) and did not adversely affect its material contracts with third parties. It said certain rights of the company's shareholders changed as a result of the reincorporation.

Summary

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Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Reincorporation from Delaware to Texas Becomes Effective

Coinbase said it filed certificates of conversion with the Secretary of State of Delaware and the Secretary of State of Texas on December 15, 2025, and the reincorporation from Delaware to Texas became effective on the same day at 5:00 p.m. Eastern Time.

Source · Based on the filing body and exhibits

Governing Law for Internal Affairs Changed

The company said that as of the effective time, its internal affairs ceased to be governed by Delaware law and its existing restated certificate of incorporation and amended and restated bylaws, and instead became governed by Texas law, the certificate of formation filed with the Secretary of State of Texas (the Texas Charter) and the bylaws approved by the company's board of directors (the Texas Bylaws).

Source · Based on the filing body and exhibits

Shares and Convertible Notes Converted on Same Terms

Coinbase said each outstanding share of Class A and Class B common stock of the Delaware corporation automatically converted into 1 share of Class A and Class B common stock, respectively, of the Texas corporation, and securities including convertible notes due 2026, 2029, 2030 and 2032 became securities of the Texas corporation under the same terms and conditions. It said Class A common stock continues to be traded on the Nasdaq Global Select Market under the symbol "COIN."

Source · Based on the filing body and exhibits

No Impact on Business or Contracts; Certain Shareholder Rights Changed

The company said the reincorporation did not result in any change in its business, management, assets, liabilities or other matters (other than as a result of transaction costs related to the reincorporation) and did not adversely affect its material contracts with third parties. It said certain rights of the company's shareholders changed as a result of the reincorporation.

Source · Based on the filing body and exhibits

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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