Coinbase prices upsized $2.6B convertible senior note offering

Coinbase (COIN) announced the pricing of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 and $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. The aggregate principal amount of the offering was increased from the previously announced offering size of $2.0 billion. The 2029 notes will be convertible at an initial conversion rate of 2.2005 shares of Coinbase’s Class A common stock, per $1,000 principal amount of 2029 notes (equivalent to an initial conversion price of approximately $454.44 per share of Class A common stock, which represents a conversion premium of approximately 52.5% to the last reported sale price of $297.99 per share of Coinbase’s Class A common stock on The Nasdaq Global Select Market on August 5, 2025) and the 2032 notes will be convertible at an initial conversion rate of 2.5327 shares of Coinbase’s Class A common stock, per $1,000 principal amount of 2032 notes (equivalent to an initial conversion price of approximately $394.84 per share of Class A common stock, which represents a conversion premium of approximately 32.5% to the last reported sale price of $297.99 per share of Coinbase’s Class A common stock on The Nasdaq Global Select Market on August 5, 2025).