Circle Internet Group, the issuer of the USDC stablecoin, has sold Binance a $100 million equity stake through a private placement that closed on September 17, according to a securities filing submitted to the U.S. Securities and Exchange Commission. The transaction formed part of a broader expansion of the commercial relationship between the two firms focused on promoting USDC across Binance’s platform.

Details of the Equity Placement

Circle issued Binance 1,237,011 shares of Class A common stock at a price of $80.84 per share. The placement generated approximately $100 million in proceeds for the company and was conducted as an unregistered private offering exempt from certain registration requirements under the Securities Act.

The per-share price represented a discount to Circle’s prevailing market value immediately before the deal closed. Circle shares, which trade on the New York Stock Exchange under the ticker CRCL, stood in the mid-$80s on the closing date and later traded near $94 to $95 in subsequent sessions.

Under the terms of the subscription agreement, Binance is restricted from selling, transferring, pledging, assigning or entering into any hedging or derivative arrangements involving the shares for a period of up to two years from closing. The restriction may end earlier if Binance terminates the related commercial arrangements under specified conditions. Certain exceptions apply, including transfers to affiliates, disposals required by law, and transactions approved by Circle’s board in connection with a takeover. Binance retains full voting rights on the shares throughout the restriction period.

Five-Year Commercial Agreement on USDC

On the same day as the equity closing, Circle and Binance entered a new five-year commercial arrangement that supersedes and replaces prior agreements the companies signed in November 2024 and August 2025. Under the updated terms, Circle will pay Binance a monthly incentive fee calculated as a percentage of the amount of USDC held through Circle’s Modular Smart Contract Wallet infrastructure service.

In return, Binance has committed to undertake additional promotional activities for USDC on its exchange and related products. Either party may terminate the agreement early if certain specified events occur, though the precise termination thresholds have not been publicly detailed.

The arrangement continues a partnership first announced in late 2024, when Binance agreed to expand the availability of USDC across its products and to hold the stablecoin in its corporate treasury. Subsequent amendments in 2025 further expanded the scope of incentive payments linked to USDC balances.

Context of Recent Circle Developments

The equity and commercial deals closed shortly after Circle activated the mainnet of its Layer 1 blockchain network known as Arc. The network uses USDC as its native gas token and lists BlackRock, DTCC and Visa among its founding validators. Binance is among the exchanges providing on-ramps to the network.

Circle has pursued a series of distribution partnerships to support USDC circulation. These include a renewed multi-year arrangement with Coinbase and various infrastructure and payment collaborations. The addition of a recurring fee structure with Binance places another major trading platform among the firm’s distribution partners that receive payments linked to USDC activity.

Circle’s Class A shares have fluctuated since the company’s public listing, remaining below levels seen in earlier periods even after the recent rise following the Binance placement announcement. The private placement structure allowed Circle to place shares directly with a strategic partner rather than through an open-market offering.

Structure of the Broader Relationship

The dual nature of the September 17 transactions—equity investment flowing one direction and recurring commercial payments flowing the other—creates aligned incentives between the exchange and the stablecoin issuer. Binance gains a direct ownership interest and governance voice through voting rights, while Circle secures a multi-year commitment to promote and hold USDC through a defined infrastructure product.

Prior versions of the partnership included an upfront payment component and balance-based incentives with minimum thresholds. The latest five-year agreement consolidates those earlier frameworks into a single set of terms centered on the Modular Smart Contract Wallet service and broader promotional obligations.

All details of the share issuance and commercial terms appear in Circle’s Form 8-K filing. The companies have not released additional commentary beyond the regulatory disclosure.