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Binance bought $100 million of Circle stock under a five-year deal that pays the exchange to promote the USDC stablecoin, according to a filing with the US Securities and Exchange Commission published September 22.
Circle issued Binance 1,237,011 Class A shares at $80.84 each in a private placement that closed September 17, the filing states. The stock went at a discount to Circle’s market price before the sale, though the filing does not say how large. Because the shares were sold unregistered, Binance cannot resell them unless they are registered or an exemption applies.
A five-year promotion pact with a monthly fee
Under the commercial agreement, Circle will pay 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 company can end the five-year partnership early if specified events occur.
Binance cannot sell, transfer, pledge or hedge the shares for up to two years, subject to customary exceptions, unless it terminates the commercial arrangements under certain circumstances. It keeps the right to vote the shares during the lockup.
The arrangement supersedes and replaces agreements the two companies signed in November 2024 and August 2025, making this the third version of the tie-up in under two years. The first deal, announced at Abu Dhabi Finance Week in December 2024, had Binance making USDC available across its products and holding it in its treasury.
Richard Teng, co-CEO of Binance, called the investment and five-year commitment “long-duration conviction” in a statement.
The deal lands amid regulatory pressure
The filing was published one day after Bloomberg reported that federal prosecutors are investigating whether Binance breached US sanctions on Iran.
Circle’s stock has slid during the partnership’s expansion, closing at $94.29 on the NYSE on Monday, according to Yahoo Finance data, after trading in the mid-$80s when the placement closed. CRCL is down about 34% over 12 months, against a 16.5% gain for the S&P 500.
Jeremy Allaire, Circle’s co-founder, chairman and CEO, said Binance has become “the most widely used wallet for dollar stablecoins.”
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