Coinbase Global, Inc. (COIN) — Reincorporation detail

Announcement

2025-10-28

First SEC disclosure

Meeting / Vote

2025-11-04

COMPLETED

Effective

2025-12-15

Legal effective date

Market Cap

$42.1B

At announcement

Why this firm matters

Mid-to-large-cap firm ($42.1B) with sufficient market depth for reliable event-study identification.

Controller & ownership

DE FACTO CONTROLLER

Brian Armstrong holds approximately 50.0% of voting power. Founder-dominant via dual-class supervoting structure but does not exceed the strict 50% listing-rule threshold; treated as effective controller for governance purposes.

Source: Dual-class B (10:1)

Vote outcome — reincorporation proposal

Approval standard: majority of voting power of outstanding shares of capital stock entitled to vote (written consent under DGCL §228). Meeting type: annual.

Vote totals not yet pulled. Awaiting EDGAR Item 5.07.

Event-study abnormal returns — announcement window

Returns around the announcement date.

Event date: 2025-10-28 · Estimation window: 2024-11-11 to 2025-10-27 (240 days)

Specification	Day-0 AR	Inference
Synthetic control (11-donor Financials peer pool)i	+0.59%	no inference
Market model (SPY benchmark)i	-2.36%	Patell-z p-value = 0.574
Sector-augmented model (SPY + Bank sector ETF (KBE)) HEADLINEi	-2.10%	Patell-z p-value = 0.615
Matched pair (vs HOOD, market-model-adjusted)i	-1.37%	two-sided p-value = 0.802
Raw differential vs HOODi	-1.99%	no inference

Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

Pre-event drift check: the firm's daily abnormal return drifted by +0.0022% per day in the pre-event window (p = 0.631). no detectable pre-event drift âœ“. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
Donor co-movement check: 9 of 11 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.0654). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.776 (modest tracking); RÂ² = -4.105 (fraction of pre-event variance explained); Durbin-Watson = 1.76 (no autocorrelation). — Higher correlation + higher RÂ² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.

Event date: 2025-12-15 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINEi	-6.01%	Patell-z p-value = 0.111

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.

Effective date: 2025-12-15 · n_post = 93 days

Buy-and-hold abnormal returns (BHAR)

Horizon & benchmark	BHAR	Inference
1 month vs S&P 500	-6.44%	Patell-z = -0.28 · p = 0.780 · n = 21 days
1 month vs sector ETF (XLF)	-3.67%	Patell-z = -0.28 · p = 0.780 · n = 21 days
3 months vs S&P 500	-16.67%	Patell-z = -0.14 · p = 0.891 · n = 63 days
3 months vs sector ETF (XLF)	-8.58%	Patell-z = -0.14 · p = 0.891 · n = 63 days

Calendar-time portfolio alpha (CTE)

Specification	Annualized alpha	Inference
Calendar-time portfolio alpha vs S&P 500	-73.10%/yr	t = -1.19 · p = 0.235 · n = 93 days · Newey-West HAC SE (lag=5)
Calendar-time portfolio alpha vs sector ETF	-40.19%/yr	t = -0.43 · p = 0.670 · n = 93 days · Newey-West HAC SE (lag=5)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.615, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Texas Statutory Adoptions

Texas opt-in statutory regimes available to Texas-incorporated public companies. Each requires a charter or bylaw amendment with proxy notice. Both are independently elected.

SB 29 — TBOC §21.552

Derivative-action 3% ownership threshold (effective 2025-05-14, post-Tornetta v. Musk).

â—‹ NOT ADOPTED

SB 1057 — TBOC §21.373

Shareholder-proposal threshold: lesser of $1M market value or 3% of voting shares, 6-month hold, 67% solicit (effective 2025-09-01). Director nominations and procedural resolutions are exempt. Legal status: vulnerable to challenge under the Internal Affairs Doctrine and dormant Commerce Clause; SEC Rule 14a-8(i)(1) permits state-law exclusion, so §21.373 may operate through Rule 14a-8 rather than face direct preemption. No court ruling has issued. Firms appear to be in a wait-and-see posture pending legal clarity.

PENDING VERIFICATION

Adoption is opt-in. A "No" or "Pending" status means the firm has not (yet) elected into the regime — it does not mean the firm is non-compliant. Adoption requires a charter/bylaw amendment disclosed via 8-K Item 5.03.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

IR — https://investor.coinbase.com/
EDGAR — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001679788&type=&dateb=&owner=include&count=40
Proxy — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001679788&type=DEF+14A&dateb=&owner=include&count=40
8-K Item 5.07 (vote) · 0001679788-25-000218 — filing →
EDGAR accession (canonical) — 0001679788-25-000247

Classification & audit trail

Bucket

Panel eligibility

PANEL_A_post_SB29

Audit status

VERIFIED_EDGAR

Source confidence

VERIFIED_EFFECTIVE

Transaction status

COMPLETED

Audit notes

VERIFY: Coinbase effective 2025-12-15 (post-SB 29); must be excluded from Panel B.
Effective date present but no Accession URL in v6 rev78; retrieve from EDGAR.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investor.coinbase.com/
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis. [2026-04-29] phase5g: vote_source set DEF 14C acc=0001679788-25-000218 url=https://www.sec.gov/Archives/edgar/data/1679788/000167978825000218/coin-pre14cinformationstat.htm (written-consent transaction; reviewer: https://www.sec.gov/Archives/edgar/data/1679788/000167978825000218/coin-pre14cinformationstat.htm PRE 14C information statement filed 2025-12 confirming COIN reincorporation approved by majority shareholder written consent (no shareholder meeting). 'Meeting' date 2025-12-09 in xlsx is the consent execution date. Note: this is PRE 14C; if a DEF 14C was subsequently filed it would be the legally-final document.) [2026-04-29] phase5g: vote_source set DEF 14C acc=0001679788-25-000218 url=https://www.sec.gov/Archives/edgar/data/1679788/000167978825000218/coin-pre14cinformationstat.htm (written-consent transaction; reviewer: https://www.sec.gov/Archives/edgar/data/1679788/000167978825000218/coin-pre14cinformationstat.htm PRE 14C information statement filed 2025-12 confirming COIN reincorporation approved by majority shareholder written consent (no shareholder meeting). 'Meeting' date 2025-12-09 in xlsx is the consent execution date. Note: this is PRE 14C; if a DEF 14C was subsequently filed it would be the legally-final document.) [2026-04-29] phase5q: COIN meeting_date_iso 2025-12-09 -> 2025-11-04 (written-consent execution date, not a meeting date); vote_mechanism None -> WRITTEN_CONSENT; primary source: 8-K filed 2025-12-15 (acc 0001679788-25-000247) at https://www.sec.gov/Archives/edgar/data/1679788/000167978825000247/coin-20251215.htm stating 'On November 4, 2025, stockholders of the Company holding a majority of the voting power of outstanding capital stock approved the reincorporation' (written consent in lieu of meeting; consistent with PRE 14C/DEF 14C info statement structure); bug found 2026-04-29 via WebSearch validation pass (Tier-1 self-validation) [2026-04-29] phase5r: bucket 'C' -> 'B1' (DE->TX effective 2025-12-15 >= SB29 -> bucket B1) [2026-04-29] phase5t: row independently validated by external Reviewer A; bucket and key dates match current dataset (v3.55) [2026-04-29] phase5u: row independently validated by external Reviewer (full-residual pass, 78/276 substantive answers); validations applied: V_DATE_ANN=CONFIRM; V_BUCKET=WRONG=B1; primary-source URLs all under https://www.sec.gov/Archives/ [2026-04-29] phase5v: row independently re-validated by external Reviewer (Round 4 full-residual pass, 85/276 substantive); all bucket and pending-status conclusions match v3.57 [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v5 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.75: written-consent transaction; approval_pct NULL by design per protocol §3.7. Standard derived from DGCL §228. Per-firm consent threshold pincite pending PRE 14C / 8-K review.
[2026-04-29] v3.75: PINCITE-VERIFIED via PRE 14C acc 0001679788-25-000218: 'stockholders holding approximately 78.40% of the voting power approved the reincorporation via written consent on November 4, 2025.' Standard: DGCL §228 (action by written consent in lieu of meeting) requires holders of at least the minimum number of votes that would be necessary at a meeting — here, majority of voting power of outstanding shares.
approval_pct=0.784 represents consent voting power (Armstrong/Ehrsam trusts 78.40%), NOT For/(For+Against).