USDC’s Circle in secret talks to sell itself to Ripple or Coinbase

Circle, the company behind the $32 billion-circulating USDC stablecoin, is now quietly considering dumping its long-hyped IPO for a full-blown sale to either Coinbase or Ripple, according to Fortune.

The sale talks have been going on behind the scenes since early April 2025, just as Circle filed paperwork to go public. The company is seeking a $5 billion valuation, and both companies have been approached.

These discussions haven’t been made public by any of the companies involved. Circle still claims it’s going ahead with the IPO, but there’s no pricing yet, no official roadshow, no confirmed timeline. It’s a paper filing, not a commitment.

Coinbase gets first dibs on Circle’s USDC bag

Circle and Coinbase go way back. They launched the Centre Consortium in 2018 to handle the creation of USDC. When that setup ended in 2023, Coinbase walked away with equity in Circle, and Circle took full control of the USDC ecosystem.

That breakup didn’t end the cash flow though. Both companies still split revenue made from interest on the reserves backing USDC.

Under the terms filed in Circle’s S-1, each party gets 50% of the leftover interest revenue—unless the USDC is sitting on Coinbase. In that case, Coinbase takes 100%. Recent Coinbase earnings suggest more USDC is being parked there, meaning fatter returns for them.

But it’s not just the money. Coinbase has a say in who Circle does business with. If Circle wants to sign a new revenue-sharing or distribution deal with a third party, it needs Coinbase’s approval.

There’s more. If Circle ever goes bankrupt, Coinbase can claim partial ownership over Circle’s intellectual property. It’s that tight. One of the four private equity execs who spoke anonymously told Fortune allegedly that: “I feel like they’re one company.”

Ripple offered billions, got turned down

Ripple also made an offer. In April, Ripple pushed to buy Circle outright for between $4 billion and $5 billion, but it wasn’t enough. Circle rejected the bid. Ripple’s offer wasn’t all cash—it included XRP, the crypto token it created and controls.

According to Ripple’s Q1 2025 XRP Markets Report, the company had 4.56 billion XRP (valued at $11.77 billion) and another 37.13 billion XRP (worth $95.7 billion) held in escrow as of March 31. That gives Ripple a serious balance sheet. But apparently, not serious enough for Circle.

Compare that to Coinbase, which has options beyond crypto. As of March 31, Coinbase reported $8 billion in cash in its most recent 10Q filing. Being a public company gives Coinbase more tools to fund a deal since it can raise capital through debt, equity, or private placements if it needs to.

One banker involved told Fortune that even though Ripple has money, Coinbase still looks more attractive. When Brian Armstrong, Coinbase’s CEO, was asked directly about a possible deal, he said:

“They’re going public doesn’t change anything about our commercial relationship. But in terms of other deals we might consider in the future… nothing to announce today.”

Brian admitted Coinbase is always on the hunt for M&A deals, but also said they don’t jump on everything. “The hard part of buying a company is actually successfully integrating it.”

Coinbase, which went public itself in 2021 through a direct listing, is joining the S&P 500 on May 19. That news made Coinbase stock jump 25% last week, although it’s still trading well below its December peak of $349.75. As of Monday, shares were trading around $265, putting Coinbase’s market cap at $56 billion.

Both Coinbase and Ripple have been spending big. Ripple just bought Hidden Road, a crypto prime brokerage, for $1.25 billion. Coinbase, earlier this month, spent $2.9 billion acquiring Deribit, a platform for crypto derivatives.

In May, they bought the team behind Iron Fish, and back in January, they picked up Spindle, a project focused on on-chain ads and attribution.

The IPO market itself has been mostly dead since 2021. But it got a bit of life last week when eToro went public and jumped 29% on its first day, raising $620 million at $52 per share. That pop might give Circle some reason to move forward. But not everyone is convinced.

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