Form 8-K

8-K — Coinbase Global, Inc.

Accession: 0001193125-26-299667

Filed: 2026-07-09

Period: 2026-07-08

CIK: 0001679788

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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

Coinbase Global, Inc.

(Exact name of registrant as specified in its charter)

Texas

001-40289

46-4707224

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Madison Avenue

Suite 2400

New York, NY

10010

(Address of principal executive offices)(1)

(Zip Code)

Not Applicable(1)

(Registrant’s telephone number, including area code)

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

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.00001 par value

COIN

The Nasdaq Stock Market LLC

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. ☐

(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: secretary@coinbase.com.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2026, 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 resignation, the Company expects to appoint Molly Abraham, Vice President, Legal as the Company’s General Counsel and Secretary.

On July 8, 2026, the Company and Mr. Grewal entered into an advisor agreement (the “Advisor Agreement”), pursuant to which Mr. Grewal will assist with the transition of his responsibilities and provide other advisory services to the Company from August 1, 2026 to October 31, 2026 (the “Advisory Period”). Mr. Grewal will be entitled to a lump sum payment equal to three months of his current base salary, payable following the end of the Advisory Period, and 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.

The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisor Agreement, which is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

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.

Date: July 9, 2026

By:

/s/ Alesia J. Haas

Alesia J. Haas

Chief Financial Officer

EX-10.1

Filename: d74758dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

ADVISOR AGREEMENT

This

Advisor Agreement is entered into between Coinbase, Inc. (“Company”) and the advisor named on the signature page hereto (“Advisor”) as of the date Advisor and Company sign this Advisor

Agreement (“Effective Date”). Company and Advisor agree as follows:

1. Services. Advisor shall

serve as an advisor to the Company from August 1, 2026 to October 31, 2026 (“Term”). Advisor will provide advising and transitional services to the Company, including, without limitation, meeting with members of

the Company’s leadership team regarding product, legal and regulatory strategy and other matters and such other services as requested by the Company’s management (the “Services”). Advisor represents that Advisor

has the qualifications, the experience and the ability to properly perform the Services. Advisor shall use commercially reasonable efforts to perform the Services such that the results are satisfactory to the Company.

2. Consideration. As consideration due to Advisor for the Services, the Company agrees to the following:

(a) Notwithstanding any contrary provision in the Company’s stock plans and/or plan award agreements, all of Advisor’s

unvested Company equity awards (including restricted stock units) shall cease vesting, expire, and be forfeited effective as of the end of the Term, or upon any earlier termination in accordance with the terms of this Advisor Agreement, without

consideration. Except as modified by the foregoing sentence, each of Advisor’s equity awards will continue to be governed by the existing terms of the award agreements evidencing such equity awards.

(b) The Company agrees to pay Advisor, within ten (10) business days following October 31, 2026, a lump sum payment in the

gross amount of $182,500.00, less applicable state and federal payroll deductions.

Advisor further acknowledges and agrees that the Company has

encouraged Advisor to consult with a tax advisor before executing this Advisor Agreement.

3. Ownership. Company shall own,

and Advisor shall assign and hereby does assign to Company, all intellectual property and related rights throughout the world that arise in whole or part out of, or in connection with, the Services or any Proprietary Information (as defined below)

(“Inventions”).

4. Proprietary Information. Advisor agrees that all Inventions and other

business, technical and financial information (including, without limitation, the identity of and information relating to Company’s customers or employees) Advisor obtains from or assigns to Company, or learns in connection with the Services,

constitute “Proprietary Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Advisor shall not be so obligated with respect to

information that (i) is or becomes readily publicly available without restriction through no fault of Advisor, or (ii) Advisor knew without restriction prior to its disclosure by Company (unless subject to a previous Confidentiality

Agreement). Upon termination or as otherwise requested by Company, Advisor will promptly return to Company or destroy all items and copies containing or embodying Proprietary Information. Notwithstanding the foregoing nondisclosure obligations,

pursuant to 18 U.S.C. Section 1833(b), Advisor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a

federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or

(2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement shall be construed to prevent disclosure of Proprietary Information as may be required by applicable law

or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

5. Solicitation. Advisor agrees that during the term of this Agreement and for one (1) year thereafter, Advisor will not

encourage or solicit any employee or consultant of Company to leave Company for any reason except pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of the

Company.

6. Termination. Either party may terminate this Agreement at any time, for any reason, by giving the other notice.

For avoidance of doubt, in the event of termination by the Company or by the Advisor for any reason prior to the end of the Term, the Advisor shall not receive the consideration described in Section 2 of this Advisor Agreement. In addition,

this Agreement shall automatically end at the end of the Term, unless extended by mutual agreement of the parties or terminated early by either party. Sections 2 through 10 of this Agreement and any remedies for breach of this Agreement shall

survive any termination or expiration.

7. Conflict of Interest Guidelines. Advisor agrees to adhere to any Company or

Coinbase policies applicable to advisors and contractors, including any policies against trading based on material non-public information and the Conflict of Interest Guidelines attached as Exhibit A

hereto, which may be revised from time to time during the advisor relationship; provided, that any such revisions shall not apply to Advisor without Advisor’s written consent.

8. Relationship of the Parties; No Conflicts; Promotional Rights.

(a) Advisor’s relationship with the Company will be that of an independent contractor, and Advisor will not be an agent, employee

or representative of the Company. Advisor understands that Advisor will have no authority to enter into contracts or create obligations on behalf of the Company. Accordingly, Advisor acknowledges that Advisor will not be eligible for any employee

benefits. Advisor agrees that Advisor is obligated to report as income all consideration that Advisor receives in connection with Advisor’s services under this Agreement, and Advisor agrees to pay all self-employment and other taxes thereon.

Except as set forth above or as may be required pursuant to applicable law, Company will withhold no taxes or other monies from any compensation paid to Advisor, and Advisor will be solely responsible for the payment of all federal, state, and local

taxes or other contributions or payments imposed or required under the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements, and all other federal, state, and local laws,

rules, and regulations regarding the performance or provision of the Services under this Agreement and regarding Advisor’s status as an independent contractor. Advisor agrees to indemnify, defend, and hold the Company harmless from any costs,

expenses, penalties, or damages (including attorneys’ fees) arising from Advisor’s failure to properly pay such taxes or contributions and/or the Company not withholding or remitting any taxes, contributions, or payments regarding

compensation paid to Advisor under this Agreement.

(b) Advisor represents and warrants that neither this Agreement nor the performance

thereof will conflict with or violate any obligation of Advisor or right of any third party. During the Term, Advisor will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any

business that is competitive with the types and kinds of actual or reasonably anticipated business of Company.

avoidance of doubt, Advisor shall not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.

(d) During the Term, Company may use and authorize the use of Advisor’s name, likeness and biographical information in

promotional materials, websites and the like.

9. Service as a Director of a Wholly-Owned Subsidiary. Notwithstanding

anything to the contrary in this Advisor Agreement, Advisor will continue to serve as a director of Coinbase National Trust Company through July 31, 2027. In accordance with the Non-Employee Subsidiary

Director Compensation Policy of Coinbase Global, Inc., Advisor will receive cash payments as consideration for this service.

10.

Miscellaneous. This Agreement and the Services performed hereunder are personal to Advisor, and Advisor shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of

Company. Any attempt to do so shall be void. Company shall be free to transfer any of its rights under this Agreement to a third party. Any breach of Sections 3, 4, 5 or 8 may cause irreparable harm to Company for which damages would not be an

adequate remedy, and therefore, Company shall be entitled to seek injunctive relief with respect thereto in addition to any other remedies. This Agreement sets forth the entire agreement and understanding between the parties with respect to the

subject matter hereof and no changes or modifications or waivers to this Agreement shall be effective unless in writing and signed by both parties. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that

provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the

State of California without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. Any notice shall be

given in writing by first class mail or electronic mail and addressed to the party to be notified at the address below, or at such other address or email address as the party may designate by 10 days’ advance written notice to the other party.

[Continued on next page]

The undersigned have executed this Advisor Agreement as of July 8, 2026 (the “Effective

Date”).

THE COMPANY: COINBASE, INC.

/s/ L.J. Brock

Name: L.J. Brock

Title: Chief People Officer, Coinbase, Inc.

Date: July 8, 2026

I HAVE READ THIS DOCUMENT CAREFULLY (INCLUDING EXHIBIT A) AND I UNDERSTAND AND VOLUNTARILY ACCEPT ITS TERMS.

Advisor: Paul Grewal

/s/ Paul Grewal

(Signature)

[Signature Page to Advisor Agreement]

EXHIBIT A

CONFLICT OF INTEREST GUIDELINES

It is the Company’s policy to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the

highest principles of business ethics. Accordingly, all officers, employees, independent contractors, and advisors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the best

interests of the Company as long as they maintain an active relationship with the Company. The following is a non-exhaustive list and does not serve to modify or displace the obligations that the

Company’s employees, independent contractors, and advisors may owe to the Company under applicable statutory or common law. The following are potentially compromising situations that must be avoided:

Revealing proprietary information to outsiders or misusing proprietary information, including trading based on

material non-public information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. This includes being

subject to Coinbase’s Insider Trading Policy.

Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to

constitute undue influence or otherwise be improper or embarrassing to the Company.

Paying, offering, promising to pay (or authorize any payment or offer of) money or anything of value, directly

or indirectly, to any government official in order to wrongfully influence the government official, obtain or retain business, direct business to any person, induce a government official to use his or her influence to affect or influence any act or

decision, or for any other improper purpose.

Initiating or approving personnel actions affecting reward or punishment of contractors, employees or

applicants where there is a family relationship or where there is or appears to be a personal or social involvement influencing such decisions.

Initiating or approving any form of personal or social harassment of employees, contractors, vendors, or

customers.

Investing in or holding an outside directorship in suppliers, customers, or competing companies, including

financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

Borrowing from or lending to employees, customers, or suppliers.

Acquiring real estate of interest to the Company.

Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or

concurrent employer or other person or entity with whom obligations of confidentiality exist.

10.

Making any unlawful agreement with distributors with respect to prices.

11.

Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other

person or entity.

Each contractor must take every necessary action to ensure compliance with these guidelines and to bring problem

areas to the attention of higher management for review. Violations of this conflict of interest policy may result in the end of your assignment.

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