Coinbase Global, Inc.COIN
Coinbase Global, Inc. Debt Disclosure
11. LONG-TERM DEBT
The components of Long-term debt, including the current portion due June 1, 2026, were as follows (in thousands, except percentages):
| Effective Interest Rate | Principal Amount | Unamortized Debt Discount and Issuance Costs | Net Carrying Amount | Fair Value(1) | ||||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||
0.50% 2026 Convertible Notes due June 1, 2026 | 0.98% | $ | 1,273,013 | $ | (3,428) | $ | 1,269,585 | $ | 1,267,666 | |||||||||||||||||||||||
3.38% 2028 Senior Notes due October 1, 2028 | 3.57% | 1,000,000 | (4,845) | 995,155 | 953,750 | |||||||||||||||||||||||||||
0.00% 2029 Convertible Notes due October 1, 2029 | 0.35% | 1,500,000 | (19,380) | 1,480,620 | 1,392,600 | |||||||||||||||||||||||||||
0.25% 2030 Convertible Notes due April 1, 2030 | 0.55% | 1,265,000 | (15,684) | 1,249,316 | 1,294,222 | |||||||||||||||||||||||||||
3.63% 2031 Senior Notes due October 1, 2031 | 3.77% | 737,457 | (5,273) | 732,184 | 657,259 | |||||||||||||||||||||||||||
0.00% 2032 Convertible Notes due October 1, 2032 | 0.20% | 1,500,000 | (20,241) | 1,479,759 | 1,335,300 | |||||||||||||||||||||||||||
| Total | $ | 7,275,470 | $ | (68,851) | $ | 7,206,619 | $ | 6,900,797 | ||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||
0.50% 2026 Convertible Notes due June 1, 2026 | 0.98% | $ | 1,273,013 | $ | (9,395) | $ | 1,263,618 | $ | 1,331,062 | |||||||||||||||||||||||
3.38% 2028 Senior Notes due October 1, 2028 | 3.57% | 1,000,000 | (6,562) | 993,438 | 901,250 | |||||||||||||||||||||||||||
0.25% 2030 Convertible Notes due April 1, 2030 | 0.55% | 1,265,000 | (19,322) | 1,245,678 | 1,353,044 | |||||||||||||||||||||||||||
3.63% 2031 Senior Notes due October 1, 2031 | 3.77% | 737,457 | (6,110) | 731,347 | 624,995 | |||||||||||||||||||||||||||
| Total | $ | 4,275,470 | $ | (41,389) | $ | 4,234,081 | $ | 4,210,351 | ||||||||||||||||||||||||
(1)Fair values are based on quoted prices for these instruments in markets that are not active and other market observable inputs, which are considered Level 2 valuation inputs.
Convertible senior notes
2026 Convertible Notes
In May 2021, the Company issued an aggregate principal amount of $1.4 billion of 0.5% convertible senior notes due in 2026 (the “2026 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2026 Convertible Notes are senior unsecured obligations of the Company maturing on June 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Convertible Notes bear interest at a rate of 0.5% per year, payable semi-annually in arrears on June 1 and December 1.
The 2026 Convertible Notes are convertible at the option of the holders from and after December 1, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding June 1, 2026. The Company may satisfy conversions in cash, shares of the Company’s Class A common stock, or a combination, based on the applicable conversion rate. The initial conversion rate is 2.6994 shares of the Company’s Class A common stock per $1,000 principal amount of 2026 Convertible Notes (approximately $370.45 per share), subject to adjustment as set forth in the indenture governing the 2026 Convertible Notes. In the event of a make-whole fundamental change, the conversion rate will, in certain circumstances, be increased for a specified period of time. In the event of a fundamental change, holders may require the Company to repurchase their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes being repurchased, plus accrued and unpaid interest.
In 2023, the Company paid $126.4 million to repurchase $164.5 million of aggregate principal amount of the 2026 Convertible Notes with a carrying value of $162.4 million, net of immaterial unamortized issuance costs, original issue discount, and legal fees. The Company recorded a corresponding net gain
on extinguishment of long-term debt during the year ended December 31, 2023 of $35.8 million in Other income, net within the Consolidated Statements of Operations.
2029 Convertible Notes
In August 2025, the Company issued an aggregate principal amount of $1.5 billion of 0% convertible senior notes due 2029 (the “2029 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act. This issuance included the full exercise by the initial purchasers of their option to purchase an additional $200.0 million aggregate principal amount of the 2029 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2029 Indenture”).
The 2029 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2029, unless converted or repurchased earlier. The Company may pay special interest on the 2029 Convertible Notes under certain circumstances in accordance with the terms of the 2029 Indenture.
The 2029 Convertible Notes are not redeemable before maturity. Holders may convert the 2029 Convertible Notes at any time before the close of business on the business day immediately preceding July 2, 2029, only if specific price or event conditions are met or certain corporate events occur, or at any time from, and including, July 2, 2029, until the close of business on the second trading day immediately prior to the maturity date. The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.2005 shares per $1,000 (approximately $454.44 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2029 Convertible Notes. The Company classifies the 2029 Convertible Notes wholly as long-term debt, as the conversion features do not require separate accounting.
2030 Convertible Notes
In March 2024, the Company issued an aggregate principal amount of $1.3 billion of convertible senior notes due 2030 (the “2030 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The issuance included the full exercise by the initial purchasers of their option to purchase up to an additional $165 million aggregate principal amount of the 2030 Convertible Notes, pursuant to an indenture, dated March 18, 2024 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2030 Convertible Notes Indenture”). The 2030 Convertible Notes bear interest at a rate of 0.25% per year, payable semi-annually in arrears on April 1 and October 1.
The 2030 Convertible Notes are senior unsecured obligations of the Company maturing on April 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds received of $1.2 billion, were net of a 1.5% original issue discount and immaterial debt issuance costs.
Beginning with the third quarter of 2024, the 2030 Convertible Notes are convertible at the option of the holder if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The initial conversion rate is 2.9981 shares of the Company’s Class A common stock per $1,000 principal amount of notes (approximately $333.54 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2030 Convertible Notes. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the 2030 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2030 Convertible Notes Indenture), holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their 2030 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes being
repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.
The Company accounts for the 2030 Convertible Notes wholly as debt because (1) the conversion features do not require bifurcation as a derivative under ASC 815, Derivatives and Hedging and (2) the 2030 Convertible Notes were not issued at a substantial premium.
2032 Convertible Notes
In August 2025, concurrently with the issuance of the 2029 Convertible Notes, the Company issued an aggregate principal amount of $1.5 billion of 0% convertible senior notes due 2032 (the “2032 Convertible Notes”) in a private offering pursuant to Rule 144A under the Securities Act. The issuance included the full exercise by the initial purchasers of their option to purchase an additional $200.0 million aggregate principal amount of the 2032 Convertible Notes, pursuant to an indenture, dated August 8, 2025 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2032 Indenture”).
The 2032 Convertible Notes do not bear regular interest or accrete principal and mature on October 1, 2032, unless converted, repurchased, or redeemed earlier. The Company may pay special interest on the 2032 Convertible Notes under certain circumstances in accordance with the terms of the 2032 Indenture.
Holders can convert the 2032 Convertible Notes at any time before the close of business on the business day immediately preceding July 1, 2032, only if specific price or trading conditions are met, certain corporate events occur, or if the notes are called for redemption. From and including July 1, 2032, holders may convert the 2032 Convertible Notes at any time until the close of business on the second trading day immediately prior to the maturity date. The Company may satisfy conversions in cash, Class A common stock, or a combination, at an initial rate of 2.5327 shares per $1,000 (approximately $394.84 per share). The conversion rate and conversion price are subject to adjustments as set forth in the indenture governing the 2032 Convertible Notes.
Subject to certain limitations, the Company may redeem the 2032 Convertible Notes on or after October 1, 2029, and on or before the 20th scheduled trading day immediately before the maturity date, if the price of the Company’s Class A common stock exceeds 130% of the conversion price for a set period. The 2032 Convertible Notes are wholly classified as long-term debt, as the conversion features do not require separate accounting.
Supplemental indentures
In connection with the Company’s Reincorporation, on December 12, 2025, the Company and U.S. Bank Trust Company, National Association, as trustee, entered into first supplemental indentures to each the 2026 Convertible Notes indenture, 2029 Indenture, 2030 Convertible Notes indenture, and 2032 Indenture to reflect ministerial changes in connection with to the Reincorporation. The Reincorporation did not result in any adjustment to the respective conversion rates or trigger any repurchase rights of the holders.
Capped calls
On May 18, 2021, in connection with the pricing of the 2026 Convertible Notes, on March 13, 2024, in connection with the pricing of the 2030 Convertible Notes, and on March 14, 2024, in connection with the full exercise by the initial purchasers of their option to purchase additional 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Calls” and “2030 Capped Calls,” respectively, and “the Capped Calls,” collectively) with certain financial institutions (the “2026 Option Counterparties” and “2030 Option Counterparties,” respectively, and the “Option Counterparties” collectively) at a cost of $90.1 million and $104.1 million, respectively, in each case in exchange for the right to receive a predetermined amount of cash, shares of the Company’s Class A
common stock, or a combination thereof, at the Company’s election. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock initially underlying each of the 2026 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”), as applicable. The Capped Calls allow the Company to hedge the economic effect of the conversion options embedded in the Convertible Notes and purchase shares of its own Class A common stock at a specified strike price. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Convertible Notes its Class A common stock price exceeds the conversion price of the Convertible Notes. The 2026 Capped Calls have an initial strike price of approximately $370.45 per share of Class A common stock (the “2026 Initial Strike Price”) and an initial cap price of approximately $478.00 per share of Class A common stock (the “2026 Initial Cap Price”). The 2030 Capped Calls have an initial strike price of approximately $333.54 per share of Class A common stock (the “2030 Initial Strike Price”) and an initial cap price of approximately $503.46 per share of Class A common stock (the “2030 Initial Cap Price”). Upon expiration of the agreements underlying the Capped Calls, the Capped Calls will be automatically exercised. If the closing market price of the Class A common stock is above the applicable initial cap price, the initial investments will be returned with a premium in either cash or shares at the Company’s election. If the closing market price of the Class A common stock is at or below the applicable initial strike price, the Company will receive the number of shares specified in the agreements.
Upon certain extraordinary events, nationalization, insolvency or delisting event, or additional disruption events, the Capped Calls are contractually structured to terminate. The Company has the contractual right to terminate the Capped Calls upon repurchase, redemption, or conversion (in the case of conversion, prior to December 1, 2025 or October 1, 2029, for the 2026 Capped Calls and 2030 Capped Calls, respectively) of the underlying Convertible Notes, in certain circumstances.
The Capped Calls also include early termination provisions based on beneficial ownership positions of the counterparties. That is, if at any time the counterparty’s holdings exceed 8% beneficial ownership of the Company (as defined under Section 13 of the Exchange Act) and the counterparty is unable, after commercially reasonable efforts, to effect a transfer or assignment of all or a portion of the transaction such that an excess ownership position no longer exists, the counterparty may early terminate a portion of the Capped Calls, in which case the Company can settle in cash or shares of its Class A common stock.
On August 5 and 6, 2025, the Company entered into privately negotiated capped call transactions with certain financial institutions relating to the 2029 Convertible Notes and 2032 Convertible Notes (the “Notes”), at a cost of $86.1 million and $138.1 million, respectively. These capped calls cover, subject to certain customary adjustments, the shares underlying the Notes and have initial strike prices of $454.44 (2029 Convertible Notes) and $394.84 (2032 Convertible Notes) per share, with an initial cap price of $595.98 per share. The capped calls allow the Company to hedge the economic effect of the conversion options embedded in the Notes and purchase shares of its own Class A common stock at a specified strike price, reducing dilution or offsetting excess cash payments if the stock price exceeds the strike price but does not exceed the cap price. The Capped Calls are separate transactions, and not part of the terms of any series of Notes. The agreements may be adjusted or terminated if extraordinary events like mergers, insolvency, or delisting occur, and are separate from the Notes, providing no rights to holders of the Notes.
Senior notes
In September 2021, the Company completed the issuance of an aggregate principal amount of $1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”). The Senior Notes were issued within the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
In August and September 2023, the Company paid $177.2 million to repurchase $262.5 million of aggregate principal amount of the 2031 Senior Notes with a carrying value of $259.9 million, net of immaterial unamortized issuance costs and legal fees. The Company recorded a corresponding net gain on extinguishment of long-term debt during the year of $81.6 million in Other income, net within the Consolidated Statements of Operations.
The Company issued the Senior Notes at par, with the proceeds net of immaterial debt issuance costs. Interest on the Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning in April 2022 at 3.375% per annum for the 2028 Senior Notes and 3.625% per annum for the 2031 Notes. The entire principal amount of the Senior Notes is due at the time of maturity, unless repurchased or redeemed at an earlier date. The Senior Notes were issued pursuant to an indenture, dated September 17, 2021, among the Company, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the “Senior Notes Indenture”).
The Senior Notes are redeemable at the Company’s discretion, in whole or in part, at any time. If redeemed prior to October 1, 2024 for the 2028 Senior Notes and October 1, 2026 for the 2031 Senior Notes, the redemption price is subject to a make-whole premium calculated by reference to then-current U.S. Treasury rates plus a fixed spread, plus any accrued and unpaid interest. If redeemed on or after those respective dates, the make-whole premium does not apply.
Upon the occurrence of a change of control triggering event (as defined in the Senior Notes Indenture), the Company must offer to repurchase each series of the Senior Notes at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus any accrued and unpaid interest, to, but excluding, the applicable repurchase date.
The Senior Notes are guaranteed by one of the Company’s domestic subsidiaries, Coinbase, Inc. (the “Guarantor”).
The Senior Notes Indenture contains customary covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt and liens. The Company is not aware of any instances of non-compliance with the covenants as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 25, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.