Binance buys $100 million Circle stake in five-year USDC promotion deal

Binance bought $100 million of Circle stock in a discounted private placement and signed a five-year deal to promote the USDC stablecoin, per an 8-K filed with the SEC.

The filing shows Circle issued Binance 1,237,011 Class A shares at $80.84 each, closing September 17. That price was a discount to Circle’s market value at the time, though the filing does not say how large. The shares trade on the New York Stock Exchange under the ticker CRCL, and the stock is still down about 34% over 12 months against a 16.5% gain for the S&P 500. By Monday’s close, reported at $94.29, the stake was already worth more than Binance paid, and the stock added more than 1.3% in Tuesday premarket trading after the filing appeared.

The equity came with strings. Binance cannot sell, transfer, pledge, assign or hedge the shares for up to two years, subject to customary exceptions, though it keeps voting rights throughout. The sale was an unregistered private placement, which limits resale unless the shares are registered or an exemption applies.

The commercial agreement runs five years. Circle pays Binance a monthly incentive fee calculated as a percentage of the USDC held through Circle’s Modular Smart Contract Wallet service, while Binance carries out promotional activities for the stablecoin. The fee percentage is not disclosed. Either party can end the partnership early if specified events occur, which the filing does not detail.

Circle co-founder, chairman and CEO Jeremy Allaire called Binance “the most widely used wallet for dollar stablecoins” and said the companies would use USDC to expand dollar access in emerging markets.

The arrangement supersedes two earlier Binance-Circle agreements, from November 2024 and August 2025, making this the third version of the tie-up in under two years and the first to include equity. It landed a day after Circle launched the public mainnet of Arc, its Layer 1 blockchain that uses USDC to pay transaction fees, and one day after a report that federal prosecutors are investigating whether Binance breached US sanctions on Iran. That investigation is reported, not confirmed, and Binance co-CEO Richard Teng framed the investment as “long-duration conviction” in a compliant digital dollar.