Coinbase plans to raise $2 billion through private convertible note offering

Nasdaq-listed U.S. crypto exchange Coinbase has moved to tap capital markets after its second-quarter earnings showed a downturn in revenue, prompting a 15% drop in the price of COIN shares on Aug. 4.

On Tuesday, Coinbase said it intends to raise $2 billion via a private offering of convertible senior notes split evenly between 2029 and 2032 maturities, with an option for initial purchasers to buy up to $300 million more across the two series. The notes will be offered to qualified institutional buyers under Rule 144A, the company stated.

Coinbase’s plans sale follows a wave of crypto-sector convertibles this summer — issued by names like Strategy and MARA — as firms seek balance-sheet flexibility while managing dilution with capped calls.

The $1.0 billion 2029 notes and $1.0 billion 2032 notes will be senior, unsecured obligations that pay interest semiannually and are convertible into cash, Class A shares, or a mix at Coinbase’s election. Coinbase’s 2029 notes mature on Oct. 1, 2029, while the 2032 notes mature on Oct. 1, 2032. Both offerings may be redeemed by Coinbase before maturity, subject to customary conditions. Final coupon and conversion terms will be set at pricing.

Coinbase also plans to enter into capped call transactions for each tranche to reduce potential dilution upon conversion and/or offset cash payments above principal, subject to a cap. The company said counterparties may hedge those positions by trading Coinbase stock and derivatives around the time of pricing and throughout the life of the notes.

According to the announcement, Coinbase expects to use a portion of the net proceeds to pay for the capped calls and the remainder for general corporate purposes, which may include working capital, capex, acquisitions, and repurchases or redemptions of outstanding securities. This could consist of its 0.50% converts due 2026, 3.375% senior notes due 2028, 3.625% senior notes due 2031, and 0.25% converts due 2030.

The publicly traded exchange did not disclose indicative pricing ranges or investor demand in the initial notice. COIN shares traded at $308 before the U.S. open, down over 2% on the day, according to The Block’s data dashboard.

Q2 earnings print 

Coinbase’s proposed $2 billion offering comes as its shares fell after second-quarter results showed a quarter-over-quarter revenue decline and higher expenses. Benchmark framed the decline as a buying opportunity, reiterating a Buy rating and citing longer-term catalysts despite “soft” prints.

Mizuho added that Coinbase’s Q2 disclosure implies shrinking USDC margin economics for issuer partner Circle, estimating Circle’s interest income from reserves and the revenue-share paid to Coinbase narrowed versus prior quarters, a dynamic that could matter for subscription and services revenue mix.

The raise may also bolster Coinbase’s crypto buying power. Coinbase disclosed it bought 2,509 BTC in Q2, about $222 million at the time, lifting its total to 11,776 BTC and re-entering the top-10 public bitcoin treasuries, just ahead of Tesla by coin count.

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