- Circle sold Binance 1,237,011 Class A shares at $80.84 each, raising $100 million in a private placement that closed September 17.
- Under a separate five-year deal, Circle will pay Binance a monthly fee set as a percentage of the USDC held through its wallet infrastructure.
- Binance cannot sell or hedge the stock for up to two years but keeps its voting rights.
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 under which Circle agreed to pay Binance a monthly incentive fee based on a percentage of USDC held through its Modular Smart Contract Wallet infrastructure.
Binance agreed to promote USDC on its platform, and the arrangement runs five years with early termination options for specified events. This marks the third version of the tie-up in under two years, superseding agreements from November 2024 and August 2025.
Binance has agreed not to sell, transfer, pledge or hedge the shares for two years from closing, except for affiliate transfers, a board-approved takeover, or disposals required by law. It retains all shareholder rights, including voting, during that period.
The stock went at a discount to Circle‘s market price before closing, though the filing does not specify the exact discount. On September 21, Circle‘s shares closed at $94.49, making Binance‘s 1,237,011 shares worth roughly $116.9 million—$16.9 million more than it paid, none of which it can currently realize.
The deal closed a day after Circle launched Arc, a Layer 1 network with BlackRock, DTCC, and VISA among its founding validators. Binance is one of the exchanges providing routes onto Arc.
Paying for distribution is how USDC has historically reached users; Coinbase, which co-founded the stablecoin, has taken half the interest earned on its reserves. 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 Iran-sanctions-violations”>reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran.
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