Stablecoin issuer Circle has sold Binance 1,237,011 Class A shares at $80.84 apiece, raising $100 million in a private placement that closed on September 17, according to an 8-K filing made public Tuesday. Private placements sell shares to a named investor rather than on the open market, and 8-Ks are the filings U.S. public companies use to disclose material events of this kind.

The share sale closed immediately after the two companies signed an expanded commercial agreement running in the opposite direction. Under that deal, Circle will pay Binance a monthly incentive fee calculated as a percentage of the USDC held through its Modular Smart Contract Wallet infrastructure service, while Binance has agreed to promote the stablecoin on its platform. The arrangement runs for five, and either party can terminate early if specified events occur. The fee structure ties Binance's income directly to how much USDC is held on its platform, so the exchange's payout rises and falls with the token's footprint there.

It is the third iteration of the partnership in under two years. The filing states that the new agreement supersedes and replaces deals the companies entered into in November 2024 and August 2025. The first was unveiled at Abu Dhabi Finance Week that December, when Binance said it would make USDC available across its products and hold the stablecoin in its corporate treasury.

Two-year lock-up, full shareholder rights

Binance has agreed not to sell, transfer, pledge or hedge the shares for two years from closing, or until it terminates the commercial arrangements in certain circumstances, whichever comes first. Affiliate transfers, a board-approved takeover and disposals required by law are excepted. Binance keeps every shareholder right in the meantime, including the vote.

The shares priced at a discount to Circle's market price before closing, though the filing does not disclose how large. CRCL was trading in the mid-$80s on September 17, then rose through the following sessions to close at $94.49 on September 21, per Yahoo Finance data. At that price, Binance's 1,237,011 shares are worth around $116.9 million, some $16.9 million more than it paid, none of which it can realize. The stock is still down about 34% over 12 months, against a 16.5% gain for the S&P 500 — meaning Binance is buying in while the shares trail the index by roughly 50 percentage points.

The deal closed a day after Circle switched on Arc, a Layer 1 network with BlackRock, DTCC and Visa among its founding validators and USDC as its gas token — the asset users spend to pay transaction fees on the network. Binance is one of the exchanges providing routes onto it, putting the exchange in the position of both equity holder and on-ramp as the new chain goes live.

Paying for distribution

Paying for distribution is how USDC has always reached users. The reserves backing the token earn interest, so the economics scale with how many coins are in circulation and where they sit — which is why distribution deals sit at the center of the model. Coinbase, which co-founded the stablecoin, takes half the interest earned on its reserves. Compass Point analysts began coverage of Circle at neutral in June 2025, reasoning that its distribution partners were confined largely to crypto firms. The Binance fee adds a second exchange to the payroll, one holding stock in the issuer paying it — though, like Coinbase, it keeps Circle's distribution inside crypto rather than broadening it beyond the industry.

The filing landed a day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran. That investigation now runs alongside the five-year agreement and the two-year lock-up as the timeline to watch.