Circle raises $100M from Binance, expands USDC partnership

Circle raises $100 million from Binance via a discounted private share sale tied to an expanded five‑year USDC promotion partnership.

Rhea-AI Filing Summary

Circle Internet Group, Inc. (CRCL) expanded its commercial partnership with Binance and completed a strategic equity financing. Certain Circle subsidiaries entered into new five‑year arrangements with Binance to promote USDC held through Circle’s Modular Smart Contract Wallet infrastructure service, replacing agreements from November 2024 and August 2025. Circle agreed to pay Binance a monthly incentive fee calculated as a percentage of USDC held through this wallet service, while Binance will undertake promotional activities for USDC on its platform. On the same date, Circle issued and sold 1,237,011 Class A shares to Binance in a private placement at $80.84 per share, providing $100 million in aggregate proceeds to Circle at a price reflecting a discount to the prior market price. Binance agreed to a lock‑up on the subscribed shares for up to two years or until earlier termination of the commercial arrangements by Binance under specified circumstances, while retaining full voting rights on the shares.

Positive

• $100 million of new equity capital raised from Binance via a private placement, enhancing Circle’s funding base without incurring debt.
• Up to two‑year lock‑up on 1,237,011 new shares held by Binance limits near‑term selling pressure while Binance retains voting rights.
• Five‑year expansion of Circle’s USDC promotion partnership with Binance, aligned with Circle’s Modular Smart Contract Wallet infrastructure service.

Negative

• Circle will pay Binance a monthly incentive fee based on USDC balances in the wallet service, creating an ongoing expense over the five‑year term.
• The $100 million equity issuance was priced at a discount to the market price of Class A common stock prior to closing, implying additional dilution versus an at‑market sale.

Filing Explained

The September 17 private placement closed, but the 1,237,011 Class A shares sold to Binance were not registered; they cannot be offered or sold in the United States without registration or an applicable exemption.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Private placement proceeds: $100 million Shares issued to Binance: 1,237,011 shares Purchase price per share: $80.84 per share +2 more

5 metrics

Private placement proceeds $100 million Aggregate proceeds from Class A common stock sold to Binance on September 17, 2026

Shares issued to Binance 1,237,011 shares Class A common stock issued in the private placement

Purchase price per share $80.84 per share Price of Class A common stock sold to Binance

Commercial arrangement term 5 years Duration of the expanded USDC partnership with Binance

Maximum lock-up period 2 years Ends earlier of two years from closing or certain terminations of commercial arrangements by Binance

Key Terms

Modular Smart Contract Wallet infrastructure service, private placement, incentive fee, tender or exchange offer, +1 more

5 terms

Modular Smart Contract Wallet infrastructure service technical

"promotion of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service"

private placement financial

"The Subscribed Shares were offered and sold in a private placement exempt"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

incentive fee financial

"we agreed to pay Binance a monthly incentive fee representing a percentage"

An incentive fee is a performance-based charge a fund manager or advisor collects only when the investment returns beat a predetermined target or benchmark—much like a salesperson’s bonus for exceeding sales goals. It matters to investors because it changes the amount they ultimately keep and influences manager behavior: well-designed incentives can align manager and investor interests, but large or poorly structured incentives can encourage riskier choices unless safeguards (minimum gains, loss protection) are included.

tender or exchange offer regulatory

"including for transfers among Binance and its affiliates, transfers pursuant to a tender or exchange offer"

A tender or exchange offer is a public proposal to shareholders to sell their existing shares or trade them for new securities at a set price or ratio, like a company or buyer advertising a cash buyout or a trade-in deal. It matters to investors because it can change who controls the company, set a nearby market price for the stock, and provide a clear chance to sell or swap holdings that may be above or below the regular market price.

business combination transaction financial

"or a business combination transaction approved by the Company’s board of directors"

A business combination transaction is when two companies join together—through a merger, acquisition or similar deal—so they operate as one entity. For investors, it matters because the deal can change ownership stakes, the company’s value, future profits and risks, and often leads to new management or strategy; think of two households combining finances and plans, which can improve efficiency but also bring uncertainty about who controls the budget and how resources are used.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new agreement did CRCL’s Circle Internet Group, Inc. enter into with Binance?

Circle subsidiaries entered into new five‑year arrangements with Binance to promote USDC held through Circle’s Modular Smart Contract Wallet infrastructure. The new agreements supersede and replace earlier agreements from November 2024 and August 2025.

How much capital did CRCL raise from Binance and on what terms?

Circle raised $100 million by issuing 1,237,011 Class A shares to Binance at $80.84 per share in a private placement. The price reflected a discount to the market price of the Class A common stock prior to the closing.

What is the lock-up arrangement on the CRCL shares issued to Binance?

From closing until the earlier of two years or certain terminations of the commercial arrangements by Binance, Binance and certain affiliates agreed not to dispose of the subscribed shares or enter related hedging, subject to customary exceptions. Binance retains full voting rights during this period.

How will Binance be compensated under the expanded Circle (CRCL) partnership?

Circle agreed to pay Binance a monthly incentive fee representing a percentage of the amount of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service. Binance agreed to undertake specified promotional activities for USDC on its platform.

Are the new CRCL shares issued to Binance registered with the SEC?

No. The 1,237,011 subscribed shares were issued and sold in a private placement exempt from registration under the Securities Act. They may not be offered or sold in the United States absent registration or an applicable exemption and compliance with state securities laws.

Can Binance transfer the CRCL shares during the lock-up period?

Binance agreed not to dispose of the subscribed shares during the lock‑up, but there are customary exceptions, including transfers among Binance and its affiliates, transfers in tender or exchange offers or business combination transactions approved by Circle’s board, and dispositions required by law or governmental order.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 06:54 AM Accepted by SEC EDGAR 09/22/2026 - 06:54 AM Learn about SEC filing dates

0001876042false00018760422026-09-172026-09-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-42671			99-2840274
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

One World Trade Center New York, NY 10007

(332) 334-0660

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

CRCL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

_______________________________________________________________________________________________________________

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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB