Binance Becomes a Circle Shareholder in $100 Million Stock Sale Tied to USDC Deal

Circle sold 1,237,011 shares of its Class A common stock to Binance for $100 million and agreed to pay the exchange a recurring fee to push USDC for the next five years, according to an 8-K the stablecoin issuer filed with the Securities and Exchange Commission on Tuesday. Both the stock sale and the commercial agreement closed on Sept. 17.

The exchange is now a shareholder in the company whose stablecoin it distributes. Circle said in the 8-K that it will pay Binance “a monthly incentive fee representing a percentage of the amount of USDC held through the Modular Smart Contract Wallet infrastructure service,” while Binance promotes the token on its platform. Either side can exit early on events the filing does not describe.

Binance bought in at $80.84 a share, roughly 5% below Circle’s Sept. 17 closing price of $85.09. The filing described the terms as “reflecting a discount to the market price of the Class A common stock prior to the closing.”

The stock has climbed since. CRCL finished Monday at $94.49, valuing Binance’s block at about $116.9 million on paper. For two years, or until it ends the commercial deal under certain conditions, Binance cannot sell, pledge or hedge the shares, subject to customary exceptions including affiliate transfers, a board-approved combination and disposals required by law. It keeps its votes.

The arrangement wipes out and replaces the deals the two companies struck in November 2024 and in August 2025. Under the 2024 version, detailed in Circle’s IPO prospectus, Binance was the first outside participant in Circle’s stablecoin revenue-sharing structure, collecting $60.25 million upfront plus monthly fees tied to its USDC balances. That marketing deal ran two years. The new one runs five.

The deal comes as USDC’s competition has widened. In June, more than 140 companies including Coinbase, Visa and Stripe lined up behind a rival dollar token, Open USD. USDC’s supply now stands at about $74.6 billion.

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