SKM_C450i26042009220

Qf=(( ZD2}o -215: Index: STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: COINBASE, INC., Case Number: 131192 Respondent. FINAL ORDER This cause came on for consideration and final agency action. Upon review of the record and being otherwise fully advised in the premises, the Office of Financial Regulation ("Office") hereby finds: 1. The Office has jurisdiction over the subject matter of this case and the parties hereto. 2. The entry of this Final Order concludes the above-referenced matter. ORDERED: A. The Stipulation and Consent Agreement (Exhibit A) is hereby approved and incorporated by reference as if fully stated herein and is adopted as the Office's Findings of Fact and Conclusions of Law. B. The parties shall comply with all terms of the Stipulation and Consent Agreement. )J-r¼ DONE and ORDERED this day of April, 2026, in Tallahassee, Leon County, Florida. Commissioner CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order has been furnished to Coinbase, Inc. c/o its Attorneys of Record, Courtney Dank:worth, Esq., Debevoise & Plimpton LLP, cmdank:worth@debevoise.com; Andrew J. Ceresney, Esq., Debevoise & Plimpton LLP, aceresney@debevoise.com; Jim Mckee, Esq, Foley &Lardner LLP at JMcKee@foley.com on this~ of April, 2026. ~ -n - ~ A. Office of Financial Regulation Post Office Box 8050 Tallahassee, FL 32314-8050 Email: Agency.Clerk@flofr.gov Tel: (850) 410-9889 2 EXHIBIT A STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: COINBASE, INC., Case Number: 131192 Respondent. STIPULATION AND CONSENT AGREEMENT The State of Florida, Office of Financial Regulation ("Office"), and COINBASE, INC. ("Respondent") in consideration of the mutual promises herein, recite, stipulate, and agree as follows: 1. Background. Coinbase, Inc. ("Coinbase") is licensed under Part II, Chapter 560, Florida Statutes, as a money transmitter, having been issued license number FT230000152. Alesia Haas is the President, Chief Executive Officer, Chief Financial Officer, and Treasurer of Coinbase. The Office conducted an examination (No. 127165) to ascertain Respondent's compliance with Florida Statutes, and the corresponding rules. Based on the examination, grounds existed to initiate an administrative proceeding against Respondent, and on August 13, 2025, the Office issued an Administrative Complaint ("Complaint"). The Office subsequently amended the Complaint and issued an Amended Administrative Complaint on September 3, 2025. The Amended Administrative Complaint charges a violation of Rule 69V-560. 703(1 )-(2), Florida Administrative Code, and section 560.21 l(l)(a), Florida Statutes, in Count I; and a violation of section 560.126(2), Florida Statutes, in Count II. Respondent submitted a timely response to the Amended Administrative Complaint disputing the facts and the conclusions oflaw contained in the Amended Administrative Complaint and requesting a hearing pursuant to section 120.57(1), Florida Statutes. In lieu of conducting an administrative hearing, the parties are herein resolving the matters at issue with this Stipulation and Consent Agreement ("Agreement"). 2. Scope. Respondent consents to the entry of this Stipulation and Consent Agreement without otherwise admitting or denying any of the allegations in the Amended Administrative Complaint. Further, Respondent only consents to the use of this Stipulation and Consent Agreement, or anything contained herein in connection with the above-captioned action; this however does not waive the Office's ability to use the findings in this Stipulation and Consent Agreement as an aggravator if there is a violation of the same Florida Statute in the future. 3. Jurisdiction. The Office is the state agency charged with the administration and enforcement of chapter 560, Florida Statutes, and the corresponding rules. The Office has jurisdiction to bring this administrative action against Respondent pursuant to chapter 560, Florida Statutes. 4. Findings. For the purposes of this Stipulation and Consent Agreement, Respondent neither admits nor denies, but consents to the Office's finding that Respondent failed to report changes to its banking information under which it conducted money services business; a change in its mailing address; and, failed to report that it had been the subject of a regulatory action, in violation of section 560 .126(2), Florida Statutes. 5. Terms and Conditions. The parties agree that the issues raised can be expeditiously resolved without further litigation by the execution of this Stipulation and Consent Agreement. The parties acknowledge that they have read this Stipulation and Consent Agreement and fully understand the rights, obligations, terms, duties, and responsibilities with respect to its contents. Therefore, in compromise and settlement of the foregoing findings, which Respondent neither admits nor denies, and in consideration of the Office's forbearance from further litigation, Respondent agrees to the following terms and conditions: 2 a. FUTURE COMPLIANCE. Respondent agrees that it shall comply with all the provisions of chapter 560, Florida Statutes, and corresponding rules. b. DISMISSAL OF COUNT I. The Office will dismiss Count I of the Amended Administrative Complaint. c. ADMINISTRATIVE FINE. Respondent agrees to pay the Office an administrative fine in the amount of Five Thousand Dollars ($5,000.00), to be paid at the time of the execution and delivery of this Stipulation and Consent Agreement. This administrative fine shall be submitted in the form of a wire, cashier's check, or money order made payable to "Office ofF inancial Regulation" and shall be sent to the attention of Agency Clerk - c/o Attorney Maria A. Guitian, Post Office Box 8050, Tallahassee, Florida 32314-8050. Respondent acknowledges and agrees that in accordance with section 215 .31, Florida Statutes, regarding the deposit of monies, (i) the tendered fine or settlement check may be deposited in advance of full execution or acceptance of the Stipulation and Consent Agreement; and (ii) such deposit shall not be construed as a final acceptance of the Stipulation and Consent Agreement absent full execution thereof and entry of a Final Order adopting same. 6. Final Order. Respondent consents to the entry of a Final Order, which incorporates the terms of this Stipulation and Consent Agreement. Respondent understands and agrees that this Stipulation and Consent Agreement is subject to the final approval of the Office of Financial Regulation and the entry of the Final Order adopting such Agreement. In the event that the Final Order is not entered, this Stipulation and Consent Agreement shall be null and void. The Final Order incorporating this Stipulation and Consent Agreement constitutes final action by the Office for which the Office may seek enforcement pursuant to the provisions of chapters 560 and 120, Florida Statutes. 3 7. Waiver. By Respondent's consent to the entry of a Final Order with respect to this proceeding, Respondent waives: a. Any right to separately stated Findings of Fact and Conclusions of Law; b. Any right to receipt of a Notice of Rights pursuant to chapter I 20, Florida Statutes; d. Any right to an administrative hearing or issuance of a Recommended Order pursuant to chapter 120, Florida Statutes; and e. Any right to contest in any administrative forum or judicial proceeding (including, but not limited to, an appeal pursuant to section 120.68, Florida Statutes) the validity of any term, condition, obligation, or duty expressly created in this Stipulation and Consent Agreement and the Final Order. 8. Releases. The Office agrees to conclude this matter and any civil or administrative actions that could be commenced pursuant to applicable law for the specific violations resolved herein solely as it relates to Respondent. The Office will not seek additional monetary penalties or remedies from Respondent relating to the specific failures and deficiencies identified in the course of examination number 127165 and the specific violations identified in this Agreement. Upon full execution of this Stipulation and Consent Agreement, Respondent waives, releases, and forever discharges the Office and its agents, representatives, and employees from any and all causes of action, in law or in equity, which Respondent may have arising out of the Office's examination number 127165. The Office accepts this release and waiver by Respondent on behalf of itself, its agents, representatives, and employees without acknowledging, and expressly denying, that any such right or cause of action may exist. 9. Failure to Complv. Respondent acknowledges, concurs, and stipulates that Respondent's failure to comply with any of the terms, obligations and conditions of this Stipulation and Consent Agreement, and the Final Order adopting it, is a violation of the written agreement 4 and the Final Order entered pursuant to chapters 120 and 560, Florida Statutes. Such non compliance may result in the issuance of an emergency cease and desist order. However, nothing herein shall be construed to limit Respondent's right to contest any finding or determination of non-compliance. 10. Attornev's Fees. Each party herein shall be solely responsible for its separate costs and attorney fees incurred in the prosecution, defense, or negotiations in this matter up to and including the entry of the Final Order adopting this Stipulation and Consent Agreement. 11. Severability. The parties agree that if any provision of this Stipulation and Consent Agreement or the application thereof to any person or circumstance is held invalid, the Stipulation and Consent Agreement will be given effect without the invalid provision, and to this end, the provisions of this Stipulation and Consent Agreement are declared severable. 12. Counterparts. This Stipulation and Consent Agreement may be executed in any number of counterparts, and by the parties in separate counterparts, each of which will be deemed to be an original but all of which together will constitute but one Stipulation and Consent Agreement. Copies of this Stipulation and Consent Agreement transmitted by facsimile or electronic mail shall have the same validity as if bearing an original signature. 13. Entire Agreement. This Stipulation and Consent Agreement represents the entire agreement by and between Respondent and the Office. Any alterations, variations, changes, modifications, or waivers of the provisions hereof shall be valid only when they have been reduced to writing, duly signed by the Office and Respondent hereto, attached to the original of this Stipulation and Consent Agreement, and subject to the approval of the Office. WHEREFORE, in consideration of the foregoing, the Office and Respondent execute this Stipulation and Consent Agreement for entry of a Final Order on the last date executed below. 5 COINBASE, INC.: ~ ~ 'Na.aL Date: 04/13/2026 (Signature) Name: Alesia Haas Title: President, Chief Executive Officer, Chief Financial Officer, and Treasurer of Coinbase, Inc. State of --Tex-as ------- County of _ H_id_a_lg_o_ _____ Alesia Haas, as President, Chief Executive Officer, Chief Financial Officer, and Treasurer of Coinbase, Inc., BEFORE ME, by means of [ ] physical presence or [ ✓] online notarization, has sworn (o r affirmed) that she has read and understands the foregoing agreement and voluntarily signed the same. SWORN TO AND SUBSCRIBED before me this 13th day of April, 2026. Notary Public Check the appropriate box: D Personally known t'.J OR Produced Identification D Type of identification produced Driver's License ~ Passport Monika Manganher □ Other ________ (Do not include ID number) ID NUMBER 1351783().4 Electronically signed and notarized online using the Proof platform. COMMISSION EXPIRES November 20, 2028 OFFICE OF FINANCIAL REGULATION Date: 4/16/2026 Division of Consumer Finance 6