Circle Closes $100 Million Share Sale to Binance in Five-Year USDC Accord

Circle Internet Group, Inc. (CRCL ) and Binance on September 22, 2026 announced an expansion of their strategic partnership, pairing a new five-year commercial agreement focused on expanding USDC access across emerging markets with a $100 million strategic equity investment by Binance in Circle.

Under the new agreement, Binance will accelerate the promotion, awareness, and integration of USDC on its platform, especially across emerging markets, while Circle will provide the infrastructure services that support holding and using USDC, the companies said. Circle, a global internet financial platform, lists its Class A common stock on the New York Stock Exchange under the symbol CRCL.

Certain Circle subsidiaries entered into the Binance arrangements on September 17, 2026, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. The arrangements expand the parties’ existing strategic partnership relating to the promotion of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service, and they supersede and replace the agreements Circle previously entered into with Binance in November 2024 and in August 2025.

Under the arrangements, Circle agreed to pay Binance a monthly incentive fee representing a percentage of the amount of USDC held through the Modular Smart Contract Wallet infrastructure service, and Binance agreed to undertake certain other activities to promote USDC on its platform, the filing states. The arrangement has a term of five years, and Circle and Binance may each unilaterally terminate the arrangements prior to expiration upon the occurrence of certain specified events.

“Binance has built one of the largest and most dynamic platforms in the world for using digital currency, creating the internet’s largest financial super app, and becoming the most widely used wallet in the world for dollar stablecoins,” said Jeremy Allaire, co-founder, chairman and CEO of Circle. Allaire said the companies see opportunities to use USDC to expand dollar access, support savings and investment through digital asset products, and reach people and businesses across global emerging markets.

Placement Terms and Transfer Restrictions

Also on September 17, 2026, Circle entered into a subscription agreement with Binance under which it issued and sold 1,237,011 shares of Class A common stock, par value $0.0001 per share, at a purchase price of $80.84 per share, for aggregate proceeds to Circle of $100 million. The 8-K describes the price as reflecting a discount to the market price of the Class A common stock prior to the closing; the companies’ announcement specifies that the discount was five percent.

The closing of the share sale occurred substantially concurrently with, and immediately following, the execution and delivery of the subscription agreement and the commercial arrangements. The shares were offered and sold in a private placement exempt from registration under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Under the subscription agreement, Binance agreed not to transfer the subscribed shares during the period commencing on the closing date and ending on the earlier of the second anniversary of the closing date or a termination of the commercial arrangements by Binance under certain circumstances. During that period Binance agreed not to, and to cause certain of its affiliates not to, directly or indirectly sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the shares, or to enter into any hedging, swap, derivative or similar arrangement that transfers, in whole or in part, the economic consequences of ownership of the shares. Customary exceptions cover transfers among Binance and its affiliates, transfers pursuant to a tender or exchange offer or a business combination transaction approved by Circle’s board of directors, and dispositions required by applicable law or governmental order. Binance retains all of its rights as a Circle stockholder during the period, including the right to vote the shares. The company’s announcement summarizes the restriction as an agreement not to transfer the shares for up to two years from the closing date, subject to customary exceptions.

“Our $100 million investment and five-year commitment represent long-duration conviction,” said Richard Teng, co-CEO of Binance, who in the announcement described Circle as one of the most credible issuers in the world across USDC, Arc, and cross-border infrastructure.

Partnership History and Filing Details

Circle and Binance first announced a strategic partnership on December 11, 2024, at Abu Dhabi Finance Week, under which Binance said it would make USDC more extensively available across its full suite of products and services, enabling its more than 240 million global users to access and use USDC for trading, saving, and payments applications. Binance also said at the time that it would adopt USDC as a dollar stablecoin for its own corporate treasury, and Circle committed to providing technology, liquidity, and other tools for Binance users.

Circle filed the current report under Item 8.01, Other Events, on September 22, 2026, with a period of report of September 17, 2026, according to the SEC filing record. The report was signed by Sarah K. Wilson, Circle’s general counsel and corporate secretary.