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.