Binance buys $100M of Circle at a 14% discount, signs five-year USDC deal

Binance bought $100 million of Circle stock at $80.84 a share, about 14% below where Circle closed on Monday, and locked up the position for up to two years as part of a five-year deal that pays the exchange to promote USDC.

For a person holding USDC, the practical change is small at first. The deal routes more of the stablecoin through Binance's app, and Binance now has a contractual reason to run promotional activity for USDC inside its product, since Circle will pay Binance a monthly fee tied to how much USDC sits in Circle's wallet infrastructure. None of that lifts the token off its dollar peg, but it does affect which stablecoin gets the louder voice on a Binance screen for the next five years.

The private placement closed on Sept. 17, according to a filing. Circle issued 1,237,011 Class A shares to Binance at $80.84 each. Binance cannot sell, transfer or hedge those shares "until the earlier of two years or a termination of the commercial arrangements by Binance under certain circumstances, subject to customary exceptions," the filing says, but it keeps full voting rights on them throughout the lockup.

The share sale and the new commercial agreement closed together. Circle's subsidiaries signed the commercial side, and the share sale settled immediately afterwards. The five-year arrangement replaces the earlier USDC deals the two sides had struck in November 2024 and August 2025, and either company can end it early if specified events occur. The actual termination numbers are not public.

The fee mechanic is the part to watch for holders. Binance will promote USDC through Circle's Modular Smart Contract Wallet, software that lets an app or exchange hold and move digital dollars on a user's behalf without that user managing private keys. Circle will pay Binance a monthly incentive fee calculated as a percentage of the USDC sitting in that wallet infrastructure. The filing does not disclose the percentage, and nothing in the public summary puts a number on how much USDC Binance currently holds that way, so the dollar value of the fee is, for now, an SEC-filing-shaped blank.

USDC is the sixth largest crypto asset by market value at $74.6 billion, and trades at $0.9998. Circle itself carries a market value near $25.8 billion and trades at about 19 times earnings. It reported $701.3 million of revenue in the latest quarter and $2.75 billion over the past year. Distribution costs are the main drag on what stablecoin reserves earn, BeInCrypto noted, which is the line item the new monthly fee feeds into.

The price tells its own story. Circle closed at $94.49 on Monday, up 2.95% on the day, and traded at $95.76 in Tuesday pre-market. Two days before the Sept. 17 agreement, the CLARITY Act stalled in the Senate and Circle shares fell 11% in a session, as BeInCrypto reported at the time. Over the past quarter, the stock is up 18.53%, with a relative-strength reading of 56.2, a momentum gauge that sits in neutral territory between 30 and 70. Investors who kept buying through this year's slide, including Cathie Wood's ARK funds, now have a second data point on how outside parties price the company: Binance paid $80.84. The market says $95.50.

Paying an exchange to push USDC is not new for Circle. The company already shares stablecoin economics with Coinbase, an arrangement that shaped its push into wrapped Bitcoin earlier this year. The Binance arrangement is bigger in dollar terms and longer in duration, and the equity piece locks the two sides together in a way the Coinbase arrangement does not.

The placement was unregistered, which limits Binance's ability to resell the shares unless they are registered or an exemption applies.

If you trade on Binance, expect USDC to keep getting the promotional push on the platform for the next five years. If you hold Circle stock, the next quarterly report should show whether the new fee widens the distribution bill or the extra USDC balances cover it.