Circle Internet Group 8-K Report, Corporate Update (Sep 22, 2026)

Circle Internet Group, Inc. disclosed under Item 8.01 that on September 17, 2026, certain of its subsidiaries entered into arrangements with Binance that expand their existing strategic partnership to promote USDC held through Circle's Modular Smart Contract Wallet infrastructure service.

The new agreement supersedes and replaces the arrangements the company previously entered into with Binance in November 2024 and August 2025. Under the arrangements, Circle agreed to pay Binance a monthly incentive fee calculated as a percentage of the USDC held through the service, and Binance agreed to undertake certain other activities to promote USDC on its platform. The arrangement has a five-year term, and either party may unilaterally terminate it before expiration upon specified events.

On the same date, Circle entered into a subscription agreement with Binance and sold 1,237,011 shares of Class A common stock at $80.84^a per share, for aggregate proceeds to the company of $100 million. The filing states the price reflected a discount to the market price of the Class A common stock prior to closing. The sale closed substantially concurrently with the execution of the subscription agreement and the commercial arrangements.

The shares were issued in a private placement exempt from registration under the Securities Act of 1933. Under the subscription agreement, Binance agreed not to sell, transfer, pledge, or hedge the subscribed shares until the earlier of the second anniversary of the closing or a termination of the commercial arrangements by Binance under certain circumstances, subject to customary exceptions. Binance retains its stockholder rights during that period, including voting rights.