Binance Bags $100M of Circle, Then Locks It in a Two-Year Time Out 🔒

Circle sold Binance 1,237,011 Class A shares at $80.84 apiece in a private placement that closed on September 17, raising $100 million, according to an 8-K filed Tuesday. The share sale closed immediately after an expanded commercial agreement running in the opposite direction, under which Circle will pay Binance a monthly incentive fee set as a percentage of USDC held through its Modular Smart Contract Wallet infrastructure service, with Binance agreeing to promote the stablecoin on its platform. The commercial arrangement runs five years and either side can terminate early upon specified events.

The filing states the new agreement supersedes and replaces prior arrangements Circle and Binance entered in November 2024 and August 2025. The first version was unveiled at Abu Dhabi Finance Week in December 2024, when Binance said it would make USDC available across its products and hold the stablecoin in its corporate treasury. The filing marks the third iteration of the tie-up in under two years.

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. The exchange retains all shareholder rights in the meantime, including voting rights. The stock was issued at a discount to Circle's market price before closing, though the filing does not specify the size of the discount. CRCL was trading in the mid-$80s on September 17 and rose through the following sessions to close at $94.49 on September 21. At that price, Binance's 1,237,011 shares are worth approximately $116.9 million, roughly $16.9 million more than it paid, none of which it can realize under the lockup. The stock remains down about 34% over 12 months, against a 16.5% gain for the S&P 500.

The placement closed one day after Circle activated Arc, a Layer 1 network with BlackRock, DTCC and Visa among its founding validators and USDC as its gas token. Binance is one of the exchanges providing routes onto Arc. Coinbase, which co-founded USDC, has historically taken half the interest earned on the stablecoin's reserves. Compass Point analysts began coverage of Circle at neutral in June 2025, citing concentration of distribution partners among crypto firms; the Binance fee adds a second exchange to the issuer's distribution payroll, this one holding stock in the entity paying it.

The filing landed one day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran.