The coalition · founder-co-founder dynamic + institutional thresholds
A founder-co-founder and the Texas threshold math.
Bottom line. Coinbase's ownership structure is unusual in the SB-29-era-mover cohort: Brian Armstrong + Frederick Ehrsam holds 9.71% economically and approximately 22% of voting power. Coinbase is not a "controlled company" under NASDAQ Rule 5615(c) or under Texas SB 21's controlled-issuer definition, but the founder-co-founder character is central to the post-2025-crypto-cycle governance narrative. For Texas's elective opt-in thresholds (§21.552(a)(3) 3% derivative standing; §21.373 $1M shareholder-proposal threshold), the institutional-coalition arithmetic is reported below — pending the 13F-family ownership snapshot for Coinbase as of the canonical pre-event date.
The founder-co-founder dynamic
Ownership snapshot (S&P Capital IQ as of 2026-04-25)
- Brian Armstrong — largest individual holder: 9.71% economic stake; approximately 22% of voting power. Controller type: founder / CEO.
- Insiders aggregate: 24.95% (Coinbase's filings disclose Armstrong / Ehrsam and other officers/directors aggregated).
- ≥5% individual holder list: Brian Armstrong (9.71%).
- Is Coinbase a "controlled company"? No — Armstrong / Ehrsam's voting stake falls below the 50% threshold under NASDAQ Rule 5615(c) and Texas SB 21's controlled-issuer definition. The firm is founder-led with a controller-adjacent power structure that the post-2025-crypto-cycle narrative treats as load-bearing.
The founder-co-founder dynamic creates a power asymmetry standard event-study identification doesn't directly model: the marginal trader does not fully set price when a founder-co-founder could credibly deliver a discontinuous corporate action (e.g., another redomiciliation, a take-private, a special dividend). The /stress_tests page documents how this asymmetry interacts with the Day-0 abnormal-return tests.
The institutional coalition — pending 13F snapshot
Pending verification — 13F-family ownership snapshot for Coinbase
The coalition arithmetic below requires the canonical 13F-family ownership snapshot (S&P Capital IQ Public Ownership Detailed) as of Coinbase's pre-event date. Pending that snapshot, the standard fields are shown with [DATA PENDING] placeholders.
| Measure | Coinbase value |
|---|---|
| Total 13F-family filers in the universe | [DATA PENDING] |
| Filers individually exceeding the §21.373 $1M threshold | [DATA PENDING] |
| Two-holder combinations clearing the §21.552(a)(3) 3% derivative threshold | [DATA PENDING] |
| Vanguard + BlackRock + State Street combined % | [DATA PENDING] |
| Position-date breakdown | [DATA PENDING] |
| Controller stake (Armstrong / Ehrsam) | 9.71% (founder-CEO) |
The "do thresholds matter for Coinbase?" question
Two conditions independently matter: (1) has Coinbase opted into SB 29 / SB 1057 thresholds (see /statutes)? (2) If Coinbase has opted in, can the institutional coalition clear the thresholds? Both conditions resolve before the coalition-arithmetic argument carries weight. In the cross-firm cohort, the ExxonMobil canonical demonstrates the pattern: even where a firm opts into the 3% derivative threshold, the existing institutional shareholder base can clear it via two-holder coalitions. Coinbase's coalition math will follow the same procedure once the 13F snapshot is pulled.
The founder-co-founder dynamic complicates the coalition analysis in a way that ExxonMobil's diffuse-shareholder profile did not: Armstrong / Ehrsam's ~N/A% voting power is not a coalition member; it is a counterweight to coalitions. The cross-firm placebo on /evidence reports how Coinbase ranks among the 21-firm placebo distribution; the comparator is informative even before the per-firm event-study runs.
Primary sources
Ownership data
- S&P Capital IQ Public Ownership Detailed (proprietary; snapshot dated 2026-04-25) — ticker Coinbase
- Coinbase DEF 14A 2024 — Beneficial Ownership table
- Coinbase 13D/G filings on EDGAR
Full Bluebook-format citations in SOURCES.md.