Stablecoin issuer Circle sold Binance 1,237,011 Class A shares at $80.84 apiece, raising $100 million in a private placement that closed September 17, according to an 8-K filed Tuesday. The placement closed immediately after an expanded commercial agreement in which Circle will pay Binance a monthly incentive fee based on the amount of USDC held through its Modular Smart Contract Wallet infrastructure service, while Binance will promote USDC across its platform. The arrangement runs five years and replaces earlier agreements from November 2024 and August 2025; the original tie-up was unveiled at Abu Dhabi Finance Week in December 2024.
Under the new structure, Binance cannot sell, transfer, pledge or hedge the shares for two years from closing, or until certain termination conditions are met, with exceptions for affiliate transfers, a board-approved takeover and disposals required by law. Binance retains shareholder rights, including voting. The shares were sold at a discount to Circle’s market price. CRCL traded in the mid-$80s on September 17 and closed at $94.49 on September 21, making Binance's stake worth roughly $116.9 million—an unrealized gain of about $16.9 million. The stock remains down about 34% over 12 months, compared with a 16.5% gain for the S&P 500.
The deal closed a day after Circle switched on Arc, a Layer 1 network with BlackRock, DTCC and Visa among founding validators and USDC as its gas token; Binance is one of the exchanges providing routes onto the network. Paying for distribution is not new for Circle: Coinbase, which co-founded USDC, has taken half the interest earned on its reserves. The new Binance fee adds a second major exchange to that payroll, one that also holds equity in the issuer. The filing landed a day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran, adding a potential regulatory overhang to the partnership.
