On September 17, 2026, subsidiaries of Circle Internet Group, Inc. entered into arrangements with Binance expanding their existing strategic partnership for promotion of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service; the agreement supersedes prior agreements from November 2024 and August 2025, requires Circle to pay Binance a monthly incentive fee equal to a percentage of USDC held through that service, requires Binance to undertake other activities to promote USDC on its platform, has a five-year term, and may be terminated by either party before expiration upon specified events. Also on September 17, 2026, Circle entered into a subscription agreement with Binance and issued and sold to Binance 1,237,011 shares of Class A common stock, par value $0.0001 per share, at $80.84 per share for $100 million in aggregate proceeds, reflecting a discount to the market price prior to closing, with closing substantially concurrent with and immediately following the subscription agreement and commercial arrangements. The shares were sold in a private placement exempt from registration under the Securities Act; Binance agreed not to sell, transfer, hedge, or otherwise dispose of the shares until the earlier of the second anniversary of closing or termination of the commercial arrangements by Binance under certain circumstances, subject to customary exceptions, while retaining stockholder rights including voting. The 8-K was dated September 22, 2026 and signed by Sarah K. Wilson, General Counsel and Corporate Secretary.
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Item 8.01. Other Events Expansion of Commercial Arrangement with Binance On September 17, 2026, certain subsidiaries of Circle Internet Group, Inc. ( Circle or the Company or we ) entered into arrangements with Binance that expand the parties existing strategic partnership relating to the promotion of USDC held through Circle s Modular Smart Contract Wallet infrastructure service. The agreement supersedes and replaces the agreements the Company previously entered into with Binance in November 2024 and in August 2025. Under the arrangements, we 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. Binance agreed to undertake certain other activities to promote USDC on its platform. The arrangement has a term of five years. The Company and Binance may each unilaterally terminate these arrangements prior to the expiration of their terms upon the occurrence of certain specified events. Private Placement of Class A Common Stock to Binance Also on September 17, 2026, the Company entered into a subscription agreement (the Subscription Agreement ) with Binance, pursuant to which the Company issued and sold to Binance 1,237,011 shares (the Subscribed Shares ) of the Company s Class A common stock, par value $0.0001 per share, at a purchase price of $80.84 per share, for aggregate proceeds to the Company of $100 million, reflecting a discount to the market price of the Class A common stock prior to the closing. The closing of the sale of the Subscribed Shares occurred substantially concurrently with, and immediately following, the execution and delivery of the Subscription Agreement and the arrangements described above. The Subscribed Shares were offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the Securities Act ). Accordingly, the Subscribed Shares have not been registered under the Securities Act 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. Pursuant to the Subscription Agreement, 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, Binance has 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 Subscribed Shares, or enter into any hedging, swap, derivative or similar agreement or arrangement with respect to the Subscribed Shares that transfers, in whole or in part, any of the economic consequences of ownership of the Subscribed Shares, subject to customary exceptions, including for transfers among Binance and its affiliates, transfers pursuant to a tender or exchange offer or a business combination transaction approved by the Company s board of directors, and dispositions required by applicable law or governmental order. Binance retains all of its rights as a stockholder of the Company during that period, including the right to vote the Subscribed Shares. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CIRCLE INTERNET GROUP, INC. Date: September 22, 2026 By: /s/ Sarah K. Wilson Name: Sarah K. Wilson Title: General Counsel and Corporate Secretary
