Binance Buys $100M of Circle, Then Can't Sell It for Two Years 🪙🔒

Binance has taken a $100 million stake in the issuer of USDC under an expanded five-year promotion agreement that replaces two earlier versions of the partnership. Circle sold Binance 1,237,011 Class A shares at $80.84 apiece in a private placement that closed on September 17, according to an 8-K filed Tuesday with the U.S. Securities and Exchange Commission. The placement closed immediately after the two sides signed the new commercial arrangement, which had been redone twice in under two years and supersedes deals from November 2024 and August 2025. Circle shares, listed as CRCL on the New York Stock Exchange, traded 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 around $116.9 million, roughly $16.9 million more than it paid, none of which it can realize during a two-year lockup.

Under the new commercial agreement, Circle will pay Binance a monthly incentive fee set as a percentage of USDC held through Circle's Modular Smart Contract Wallet infrastructure service. Binance committed to additional promotional activities for USDC across its platform. The deal runs five years, and either side can terminate early under specified conditions. The arrangement is the latest iteration of a tie-up first 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 did not disclose the size of the discount at which Binance bought the shares.

Binance cannot sell, transfer, assign, pledge, hypothecate or hedge the shares for two years from closing, or until it terminates the commercial arrangement in certain circumstances, whichever comes first, according to the filing. Affiliate transfers, a board-approved change of control and disposals required by law are exempt. Binance retains all other shareholder rights during the lockup, including voting.

The placement landed a day after Circle switched on Arc, a Layer 1 network whose founding validators include BlackRock, DTCC and Visa and that uses USDC as its gas token; Binance is one of the exchanges providing access. Compass Point analysts began coverage of Circle at neutral in June 2025, reasoning that its distribution partners were largely confined to crypto firms. The new Binance fee adds a second exchange to the payroll, this one also a shareholder in the issuer paying it. The filing also arrived a day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran.