UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 16, 2026~~1934

Date of Report (Date of earliest event reported): July 8, 2026

Coinbase Global, Inc.

(Exact name of registrant as specified in its charter)

Texas	001-40289	~~001-40289~~	46-4707224	~~46-4707224~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

One Madison AvenueSuite 2400New York, NY
One Madison Avenue
		10010
Suite 2400 New York, NY	10010
(Address of principal executive offices)1		(Zip Code)
(Address of principal executive offices)(1)	(Zip Code)

Not Applicable⁽¹⁾

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s telephone number, including area code)1

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)	~~Trading Symbol(s)~~	Name of each exchangeon which registered		~~Name of each exchange on which registered~~
Class A common stock, $0.00001 par value		COIN	~~COIN~~	The Nasdaq Stock Market LLC		~~The Nasdaq Stock Market LLC~~

1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request. Shareholder communications may also be sent to the email address: [email protected].

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~(1) 5We are a remote-first company.07 Accordingly, we do not maintain a headquarters. ~~Submission~~We are including this address solely for the purpose of ~~Matters~~satisfying the Securities and Exchange Commission’s request. Shareholder communications may also be sent to athe ~~Vote~~email ofaddress: ~~Security~~[email ~~Holders~~protected].

~~On June 16, 2026, Coinbase Global, Inc~~Item 5.02 ~~(the~~Departure ~~“Company”) held its 2026 annual meeting~~ of ~~shareholders~~Directors ~~(the~~or ~~“Annual~~Certain ~~Meeting”).~~Officers; ~~The~~Election ~~Company’s shareholders voted on two proposals at the Annual Meeting, each~~ of ~~which~~Directors; isAppointment ~~described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). Holders~~ of ~~the~~Certain ~~Company’s~~Officers; ~~Class~~Compensatory AArrangements ~~common stock were entitled to one vote for each share held as~~ of ~~the~~Certain close of business on April 21, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record DateOfficers. ~~The Class A common stock and Class B common stock voted as a single class on all matters at the Annual Meeting.~~

AtOn ~~the~~July 8, ~~Annual~~2026, ~~Meeting~~Paul Grewal notified Coinbase Global, Inc. (“Coinbase” or the “Company”) of his intention to step down as Chief Legal Officer and Secretary of Coinbase, effective July 31, 2026. In connection with Mr. Grewal’s ~~shareholders~~resignation, ~~voted~~the onCompany expects to appoint Molly Abraham, Vice President, Legal as the ~~following~~Company’s ~~proposals:~~General Counsel and Secretary.

~~1.To~~On ~~elect~~July 8, ~~Brian Armstrong~~2026, ~~Marc~~the LCompany and Mr. Grewal ~~Andreessen,~~entered ~~Christa~~into ~~Davies,~~an ~~Frederick~~advisor ~~Ernest~~agreement ~~Ehrsam~~(the ~~III~~“Advisor Agreement”), ~~Kelly~~pursuant Ato which Mr. Grewal ~~Kramer,~~will ~~Chris~~assist ~~Lehane,~~with ~~Tobias~~the ~~Lütke,~~transition ~~Gokul~~of ~~Rajaram,~~his responsibilities and ~~Fred~~provide ~~Wilson~~other toadvisory ~~serve~~services ~~until~~to the Company’s ~~2027~~from ~~annual~~August 1, ~~meeting~~2026 to October 31, 2026 (the “Advisory Period”). Mr. Grewal will be entitled to a lump sum payment equal to three months of ~~shareholders~~his ~~and~~current ~~until~~base ~~such~~salary, ~~director’s~~payable ~~successor~~following isthe ~~duly~~end ~~elected~~of the Advisory Period, and ~~qualified~~continued vesting of the portion of his outstanding restricted stock units scheduled to vest on August 20, 2026, subject to his continued services under the Advisor Agreement.

~~2.To~~The ~~ratify~~foregoing description of the ~~appointment~~Advisor ofAgreement ~~Deloitte~~does &not ~~Touche~~purport ~~LLP~~to asbe ~~the~~complete ~~Company’s~~and ~~independent~~is ~~registered~~qualified ~~public~~in ~~accounting~~its ~~firm~~entirety ~~for~~by ~~the~~reference ~~year~~to ~~ending~~the ~~December~~Advisor 31Agreement, ~~2026~~which is filed as an exhibit to this Current Report on Form 8-K.

~~The~~Item 9.01 ~~final~~Financial ~~voting~~Statements ~~results~~and ~~for~~Exhibits. ~~each of these proposals are as follows:~~

Proposal 1: Election of Directors.
Nominee	Votes For	Votes Withheld	Broker Non-Votes
Brian Armstrong	898,437,834	19,320,961	45,027,927
Marc L. Andreessen	891,421,389	26,337,406	45,027,927
Christa Davies	916,409,325	1,349,470	45,027,927
Frederick Ernest Ehrsam III	890,508,237	27,250,558	45,027,927
Kelly A. Kramer	912,697,381	5,061,414	45,027,927
Chris Lehane	915,878,620	1,880,175	45,027,927
Tobias Lütke	914,996,772	2,762,023	45,027,927
Gokul Rajaram	882,353,863	35,404,932	45,027,927
Fred Wilson	911,285,132	6,473,663	45,027,927

(d) Exhibits

Each of the nine nominees for director was elected to serve until the Company’s 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified.


Exhibit No.		Description

10.1		Advisor Agreement, dated July 8, 2026, by and between Coinbase, Inc. and Paul Grewal.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes For	Votes Against	Abstentions	Broker Non-Votes
962,121,415	231,605	433,702	—

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~COINBASE GLOBAL, INC.~~	COINBASE GLOBAL, INC.
Date: June 18, 2026	By:		/s/ Alesia J. Haas
Date: July 9, 2026		By:	/s/ Alesia J. Haas
			Alesia J. Haas
			Chief Financial Officer

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