REF — Coinbase–Circle Collaboration Agreement (Exhibit 10.16)

The Coinbase/Circle economic relationship that OUSD directly threatens is governed by the Collaboration Agreement dated August 18, 2023 (filed as Exhibit 10.16 to Circle's Q4 2025 10-K). Its three-year Initial Term ends August 18, 2026 — the "August 2026" renewal window the market is watching.

Key points

• Structure: Circle = Issuer Party (USDC, EURC); Coinbase = Reseller Party. Coinbase receives 100% of reserve income from USDC held directly on its platform and 50% of off-platform reserve income (split with Circle). In 2024 this paid Coinbase ~$908M (~56% of USDC's total reserve income, per Circle's S-1).
• Term & renewal: Initial Term = 3 years from Aug 18, 2023 → expires Aug 18, 2026. If the Parties don't agree renewal terms by the Determination Date (90 days prior) and Threshold Criteria are met by both, the agreement auto-renews for additional 3-year Renewal Terms. If Threshold Criteria aren't met, the Issuer (Circle) can issue Product/Reseller Threshold Exclusion Notices that cut Coinbase's economics, with 5-year cumulative cure periods and re-entry notices.
• Veto leverage (reported): Per TechTimes/Decrypt citing Circle's IPO filings, Coinbase holds veto rights over new USDC-related partnerships Circle may want to establish — a structural lever as OUSD's launch lands.
• Change-in-law escape hatch (§3.3): If a court order or change in law prevents the Issuer from making Collaboration Payments, a 3-month Restructuring Period triggers; on failure, the Issuer assigns the relevant Licensed Marks to the Reseller (an "IP Transfer") and Section 4 economics terminate for that stablecoin — i.e. the GENIUS Act yield ban could, in extremis, hand the USDC brand to Coinbase.
• New stablecoins (§6): Either party may launch a new stablecoin under Licensed Marks; Circle has a 15-day Right of First Refusal on Coinbase-proposed stablecoins. EURC was deemed a Circle New Stablecoin Notice as of the Effective Date.
• Strategic read: Coinbase joining OUSD's 140-partner consortium — a token explicitly designed to redirect reserve yield from issuers to distributors — is simultaneously an endorsement of a rival and likely a bargaining chip ahead of the Aug 18, 2026 renewal. Dragonfly expects renewal with renegotiated economics; others see a breakup as newly plausible.

Sources

• SEC EDGAR — Collaboration Agreement (Exhibit 10.16): https://www.sec.gov/Archives/edgar/data/1679788/000167978826000015/exhibit101610kq42025.htm
• Justia mirror: https://contracts.justia.com/companies/coinbase-global-inc-12263/contract/1312241/
• TechTimes (renewal/veto context): https://www.techtimes.com/articles/319397/20260630/open-usd-stablecoin-targets-circles-reserve-yield-140-partner-coalition.htm