Stablecoin issuer Circle sold Binance 1,237,011 Class A shares at $80.84 apiece, raising $100 million in a private placement that closed on September 17, according to an 8-K filed Tuesday.
The placement closed immediately after an expanded commercial deal running the other way. Circle agreed to pay Binance a monthly incentive fee set as a percentage of the USDC held through its Modular Smart Contract Wallet infrastructure service, and Binance agreed to promote the stablecoin on its platform. The arrangement runs five years, and either side can terminate early if specified events occur.
It is the third version of the tie-up in under two years. The filing says it supersedes and replaces agreements the two entered in November 2024 and August 2025. The first was unveiled at Abu Dhabi Finance Week that December, when Binance said it would make USDC available across its products and hold the stablecoin in its corporate treasury.
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Binance has agreed not to sell, transfer, pledge or hedge the shares for two years from closing, or until it terminates the commercial arrangements in certain circumstances, whichever comes first. Affiliate transfers, a board-approved takeover and disposals required by law are excepted. It keeps every shareholder right in the meantime, including the vote.
The stock went at a discount to Circle's market price before closing, though the filing does not say how large. CRCL was trading in the mid-$80s on September 17, then rose through the following sessions to close at $94.49 on September 21. At that price Binance's 1,237,011 shares are worth around $116.9 million, some $16.9 million more than it paid, none of which it can realise. The stock is still down about 34% over 12 months, against a 16.5% gain for the S&P 500.
The deal closed a day after Circle switched on Arc, a Layer 1 network with BlackRock, DTCC and Visa among its founding validators and USDC as its gas token. Binance is one of the exchanges providing routes onto it.
Paying for distribution is how USDC has always reached users. Coinbase, which co-founded the stablecoin, has taken half the interest earned on its reserves. Compass Point analysts began coverage of Circle at neutral in June 2025, reasoning that its distribution partners were confined largely to crypto firms. The Binance fee adds a second exchange to the payroll, this one holding stock in the issuer paying it.
The filing landed a day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran.
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