Circle sold Binance 1.24M Class A shares at $80.84 each and will pay monthly fees tied to USDC held through its wallet infrastructure under a new 5-year pact.
Stablecoin News
Binance and Circle closed two separate but connected transactions on Sept. 17, combining an equity sale with a commercial agreement that sends money in both directions.
The details emerged Sept. 22 in an 8-K filing with the US Securities and Exchange Commission.
Circle sold 1,237,011 Class A common shares to Binance at $80.84 each through an unregistered private placement, raising $100 million in total. The price was set at a discount to Circle's market value before the transaction closed. Circle's stock trades on the New York Stock Exchange under the ticker CRCL and closed at $94.29 on Sept. 21, rising more than 1.3% in premarket trading after the filing went public.
At that price, the value of Binance's holding stood at roughly $116.9 million. The exchange cannot convert any of that gain into cash while the lockup restrictions remain in force.
What Binance Agreed To
As part of the equity terms, Binance cannot sell, transfer, pledge, or hedge the shares for two years from the closing date. That restriction lifts earlier if Binance terminates the commercial arrangement under specific conditions. Standard carve-outs apply, including affiliate transfers, board-approved acquisitions, and disposals required by law. Binance keeps full voting rights on the shares throughout the lockup period.
Because the shares were sold through an unregistered placement, Binance's ability to resell them is limited unless the stock is registered or a legal exemption applies.
On the commercial side, Circle agreed to pay Binance a monthly incentive fee. That fee is calculated as a percentage of USD Coin (USDC) held through Circle's Modular Smart Contract Wallet infrastructure. Binance agreed to promote USDC across its platform in exchange. The arrangement runs five years, and either party can exit early if defined conditions are triggered.
The Deal's History and Context
This is the third iteration of a Binance-Circle partnership in under two years. The new agreement replaces deals signed in November 2024 and August 2025. The first version was unveiled at Abu Dhabi Finance Week in December 2024, when Binance committed to making USDC available across its products and holding it in its corporate treasury.
Binance co-CEO Richard Teng said the investment reflects a long-term view on dollar access. "A stable, trusted digital dollar should not be a privilege, it should be available to anyone with a phone," Teng said in an emailed statement. Circle co-founder and CEO Jeremy Allaire said both companies see opportunities to use USDC to reach individuals and businesses across global emerging markets, particularly for savings and payments products.
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The deal closed one day after Circle launched the public mainnet of Arc, a layer-1 blockchain that uses USDC as its gas token. BlackRock, the Depository Trust and Clearing Corporation, ICE, Mastercard, and Visa are among Arc's founding validators. Binance is one of the exchanges providing on-ramp access to the network. Circle said more than 100 applications were live at launch.
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