Coinbase Secures $2.6 Billion in Upsized Convertible Senior Notes Offering

Coinbase Global, Inc. has successfully priced an upsized private offering of $2.6 billion in 0% Convertible Senior Notes, split equally between notes due in 2029 and 2032. The offering, initially announced at $2.0 billion, saw an increase in aggregate principal amount, with the sale expected to settle on August 8, 2025. This significant capital raise is aimed at bolstering the company's financial position and supporting its strategic initiatives.

The offering is structured as $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. These notes are senior, unsecured obligations of Coinbase and will not bear regular interest. The net proceeds are anticipated to be approximately $2.56 billion, or potentially up to $2.96 billion if initial purchasers fully exercise their options for additional notes.

Coinbase plans to allocate approximately $194.4 million of the net proceeds to finance capped call transactions, a measure designed to mitigate potential dilution to its Class A common stock upon conversion of the notes. The remaining funds are earmarked for general corporate purposes, which may include working capital, capital expenditures, investments, acquisitions, and the repurchase or repayment of existing debt and shares. This strategic move provides Coinbase with substantial financial flexibility.

The successful completion of this offering was highlighted by Paul Grewal, Chief Legal Officer at Coinbase, who praised the corporate legal team's dedication. In a tweet, Grewal stated, > "The @coinbase corporate legal team did just this as part of our recent offering of $2.6B of convertible senior notes. @mtothekg and her crew did 11 days straight to make this happen." He further emphasized the critical role of in-person collaboration, adding, > "There's no way it would've been nearly as productive/successful without the in-person rally."

This upsized offering underscores investor confidence in Coinbase's long-term vision within the evolving cryptocurrency market. The company continues to focus on increasing economic freedom globally by providing a trusted platform for crypto assets and supporting onchain activity. The capital infusion is expected to strengthen Coinbase's ability to pursue growth opportunities and manage its financial structure effectively.