Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 1, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of Coinbase Global, Inc. (the "Company"), the Company's board of directors (the "Board") approved and adopted the Company's amended and restated bylaws (the "Amended and Restated Bylaws"), effective immediately, to among other things:

•revise certain provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case to conform to recent amendments to the DGCL;

•update certain provisions related to the conduct of stockholder meetings, including clarifying that the presiding person of a stockholder meeting may set additional attendance or other procedures for meeting attendees and Rule 14a-8 proponents;

•revise the procedures and disclosure requirements set forth in the advance notice bylaw provisions, including (1) requiring additional information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder's solicitation of proxies, (2) restricting the number of nominees a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting, and (3) requiring that proposed nominees be available for interviews by the Board or any Board committee thereof;

•address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules") by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with the Universal Proxy Rules, including applicable notice, information and solicitation requirements;

•require that a stockholder intending to authorize a qualified representative to act for such stockholder as a proxy to present a nomination or proposal at such meeting to give notice of such authorization to the Company at least three business days before the applicable meeting; and

•revise the emergency bylaws provision to provide clarity and authority to certain officers during an emergency situation that would otherwise prevent a quorum of the Board or a Board committee from being achieved.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
   Exhibit No.              Description

       3.1                    Amended and Restated Bylaws.
       104                  The cover page from this Current Report on Form 8-K, formatted in Inline
                            XBRL.

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