An SEC filing has disclosed that Binance paid $100 million for an equity stake in stablecoin issuer Circle (NYSE: CRCL). The same filing also shows that Binance agreed to be compensated for promoting the USDC stablecoin on its exchange over the next five years, extending a commercial partnership between the two companies.

The $100 million share purchase

According to the filing, as reported by Reuters, Binance received 1,237,011 of Circle Class A shares at $80.84 apiece through a private placement, a direct sale to a selected investor rather than a public offering, that closed on September 17. Circle priced the shares below where its stock was trading at the time, but neither the company nor the filing disclosed how large the discount was. Because the placement was unregistered, Binance cannot resell the shares unless they are later registered or an exemption applies.

Under the terms of the deal, Binance cannot sell, transfer, pledge or hedge the stock for two years from closing, or until it ends the commercial side of the arrangement under certain conditions, whichever happens first. The narrow exceptions allow Binance to transfer shares to its own affiliates, leave a board-approved takeover free to proceed, and require a sale if a court or law compels it. Despite the restrictions, Binance retains every shareholder right it would normally have, including the vote.

A paid promotion arrangement

Circle received $100 million in cash from the share sale, and in return, Binance agreed to promote USDC to its users. USDC is a stablecoin pegged to the US dollar, and for issuers of such tokens, placement and promotion on major trading venues are among the main levers for growing how much of the coin is held and used. Specifically, in exchange for marketing and promotional work for USDC, Circle will pay Binance a monthly fee based on a percentage of the USDC balance held through Binance's Modular Smart Contract Wallet service — a structure that ties Circle's promotional payments to how much USDC users actually keep on the platform rather than to a fixed retainer. The arrangement runs for five years, and either company can walk away early if certain conditions occur — though the filing does not say what those conditions are.

Paper gains, locked-up shares

CRCL was trading in the mid-$80s on September 17 when the deal closed. Over the next few trading days, the stock climbed, closing at $94.49 on September 21. At that price, Binance's 1,237,011 shares would be worth roughly $116.9 million. However, the two-year lockup means none of that paper gain can be cashed out right now. Over the past 12 months, CRCL stock has dropped by about 34%.

For Circle, which went public on the New York Stock Exchange in June 2025, the deal with Binance, the largest crypto exchange in the world, is partly about distribution. Favorable placement and active promotion on the platform could help USDC grow, especially at a time when regulatory pressure in Europe has made things harder for USDT, the Tether-issued stablecoin that is USDC's biggest rival.

The agreement is the third version of the Binance–Circle partnership since late 2024, replacing earlier agreements from November 2024 and August 2025. The original agreement was announced in December 2024 at Abu Dhabi Finance Week, when Binance said it would start offering USDC across its products and hold some USDC in its own corporate treasury. The filing leaves two details open that will shape how the arrangement develops: the conditions under which either side can exit early, and whether Binance's shares are ever registered or sold under an exemption — the two routes the filing identifies for the stake to become resellable.