Summary
- Circle has issued 1,237,011 Class A shares to Binance at a price of $80.84 each, raising $100 million in a private placement that concluded on September 17.
- As part of a separate five-year agreement, Circle will compensate Binance with a monthly fee based on the percentage of USDC stored in its wallet infrastructure.
- Binance is restricted from selling or hedging the shares for two years but retains its voting rights.
In a recent private placement, Circle has sold 1,237,011 Class A shares to Binance for $80.84 each, resulting in a $100 million investment that was finalized on September 17, as detailed in an 8-K report filed on Tuesday.
This transaction occurred alongside a broader agreement in which Circle will pay Binance a monthly incentive linked to the amount of USDC held via its Modular Smart Contract Wallet service. In return, Binance will promote the stablecoin on its platform. This partnership is set for five years, with provisions allowing either party to cancel early under certain conditions.
This marks the third iteration of their partnership in less than two years, replacing prior agreements made in November 2024 and August 2025. The initial announcement took place during Abu Dhabi Finance Week in December, when Binance committed to making USDC available across its offerings and to holding the stablecoin in its corporate treasury.
Myriad: SPY Highs in September? Click to make your prediction.Binance has agreed not to sell, transfer, or hedge the shares for a period of two years following the close of the deal, or until the termination of the commercial arrangements under specific circumstances, whichever occurs first. However, exceptions include transfers to affiliates, board-approved acquisitions, and disposals mandated by law. Binance retains all shareholder rights, including voting privileges, during this period.
The shares were sold at a discount compared to Circle's market price prior to the closure, although the exact discount is not disclosed. On September 17, CRCL traded in the mid-$80s, later rising to close at $94.49 by September 21. At this closing price, Binance's shares are valued at approximately $116.9 million, representing a $16.9 million gain over its purchase price, although it cannot realize this gain for now. The stock has still seen a decline of roughly 34% over the past year, contrasting with a 16.5% increase for the S&P 500 index.
Coinciding with this deal's closure, Circle launched Arc, a Layer 1 network featuring BlackRock, DTCC, and Visa as founding validators, with USDC serving as its gas token. Binance is among the exchanges facilitating access to this new network.
Circle has historically relied on distribution partnerships to extend the reach of USDC, with Coinbase, a co-founder of the stablecoin, taking a portion of the interest earned from its reserves. In June 2025, Compass Point analysts initiated coverage of Circle with a neutral rating, noting that its distribution partners were primarily crypto-related companies. The new fee structure with Binance adds a second exchange to its network of partners, with Binance now holding equity in Circle.
This filing comes on the heels of a report from Bloomberg indicating that federal prosecutors are examining whether Binance violated U.S. sanctions against Iran.