Binance bought $100 million of Circle stock in a private placement that closed on 17 September, alongside a five-year deal to promote USDC, per an SEC 8-K filing.
Circle’s filing states that it issued 1,237,011 Class A shares at $80.84 each to the exchange. The price reflected a discount to Circle’s market price before the deal closed, though the filing does not say how large it was.
Under the five-year agreement, Circle will pay Binance a monthly incentive fee calculated as a percentage of USDC held through Circle’s Modular Smart Contract Wallet infrastructure, while Binance carries out promotional activities for the stablecoin. The fee percentage is not disclosed.
Binance cannot sell, transfer, pledge, assign or hedge the shares for up to two years, subject to customary exceptions, unless it terminates the commercial agreement under certain circumstances. It keeps its voting rights during the lockup. The shares were sold unregistered, so resale is limited unless they are registered or an exemption applies.
Either party can end the partnership early if specified events occur; the filing does not detail them.
Third tie-up in under two years
The new arrangement supersedes agreements the two companies signed in November 2024 and August 2025. The first tie-up was unveiled at Abu Dhabi Finance Week in December 2024, when Binance said it would make USDC available across its products and hold it in its corporate treasury. Binance now holds a direct equity stake in the issuer of the second-largest dollar stablecoin, aligning its incentives with USDC’s growth for five years.
The filing landed a day after a report that federal prosecutors are investigating whether Binance breached US sanctions on Iran. Richard Teng, co-CEO of Binance, said the investment and five-year commitment represent “long-duration conviction”.
Market reaction
Circle’s NYSE-listed stock (CRCL) closed Monday 21 September at either $94.29 or $94.49, depending on the market data used, and rose more than 1.3% in Tuesday premarket trading. At the higher close, Binance’s stake would be worth around $116.9 million, roughly $16.9 million more than it paid, none of which it can realise during the lockup.
The stock is still down about 34% over 12 months, against a 16.5% gain for the S&P 500.
