Binance Buys $100 Million Stake in Circle, Locks In Third USDC Deal in Under Two Years

Circle Internet Group disclosed Tuesday, September 22, that it sold Binance $100 million worth of stock and rewired its commercial relationship with the exchange for the third time in under two years.

According to an 8-K filing cited by Yahoo Finance, Circle issued Binance 1,237,011 Class A shares at $80.84 apiece in a private placement that closed September 17. That closing happened immediately after the two companies signed an expanded five-year commercial agreement.

The New Deal

Under the arrangement, Circle will pay Binance a monthly incentive fee calculated as a percentage of the USDC held through Circle's Modular Smart Contract Wallet infrastructure, a service that lets apps and exchanges hold and move USDC on a user's behalf without the user managing private keys, as Altcoin Buzz explained. In return, Binance agreed to run promotional activities for USDC on its platform.

The filing says this deal supersedes and replaces two earlier agreements, one from November 2024 and one from August 2025. Crypto.news reported that the 2024 deal included a $60.3 million upfront payment to Binance plus monthly fees tied to USDC balances held on the exchange and in its corporate treasury, with a two-year term on the treasury piece. The August 2025 version extended that model to the wallet infrastructure with a four-year term. Now both are gone, folded into a single five-year contract. Either side can walk away early if specified events occur, though the filing doesn't disclose what those triggers are or what percentage fee Binance is actually earning.

The Stock Side

Circle sold the shares at a discount to its market price before the deal closed, per the filing, though the exact discount isn't spelled out. Altcoin Buzz pegged it at roughly 14% below Monday's close. Binance agreed not to sell, transfer, pledge or hedge the stock for two years, or until it terminates the commercial side under specified circumstances, whichever comes first. It keeps full voting rights the entire time.

The timing worked in Binance's favor on paper. Circle closed at $94.49 on Monday, September 21, up nearly 3% on the day, and traded around $95.76 in Tuesday premarket action, according to Altcoin Buzz. At Monday's close, Yahoo Finance calculated Binance's stake was worth about $116.9 million, roughly $16.9 million more than it paid, none of which Binance can touch for two years. Zoom out further and Circle stock is still down about 34% over the past 12 months, against a 16.5% gain for the S&P 500, per Yahoo Finance.

Why Now

The deal closed one day after Circle launched Arc, a new Layer 1 blockchain network with BlackRock, DTCC and Visa serving as founding validators and USDC as its gas token, with Binance among the exchanges providing access to it, Yahoo Finance reported. Two days before the September 17 signing, the CLARITY Act, a crypto market-structure bill, stalled in the Senate, and Circle shares fell 11% in a single session, according to Altcoin Buzz.

Paying exchanges for distribution isn't new for Circle. Coinbase, which co-founded USDC, has long taken half the interest earned on Circle's reserves. Compass Point analysts started coverage of Circle at neutral in June 2025 on concerns that its distribution partners were confined mostly to crypto firms. This deal adds a second major exchange to that payroll, and this one now also holds equity in the company paying it.

The Case for Skepticism

A fair critic could look at this and ask whether Circle is buying loyalty it should already have. USDC is the sixth-largest crypto asset by market value at $74.6 billion and trades close to its dollar peg at $0.9998, according to Altcoin Buzz. If the stablecoin needs a growing stack of upfront payments, monthly fees and now equity grants just to keep major exchanges promoting it, that's a real cost eating into reserve income. A dynamic BeInCrypto has flagged as a persistent drag on stablecoin issuer margins.

Circle's own numbers offer some counterweight. The company reported $701.3 million in revenue last quarter and $2.75 billion over the trailing year, per Altcoin Buzz, and carries a market value estimated between $23.3 billion (TipRanks) and $25.8 billion (Altcoin Buzz), trading around 19 times earnings. TipRanks noted the most recent analyst rating on the stock is a Buy with a $140 price target. Whether the Binance payout structure is a smart distribution investment or a margin drain that compounds over five years is a judgment call the company's future earnings reports will settle, not this filing.

The Loose Thread

The 8-K landed a day after Bloomberg reported that federal prosecutors are investigating whether Binance violated U.S. sanctions on Iran, according to Yahoo Finance. No charges have been filed, and nothing in the public filings connects that investigation to the Circle transaction. The two events happened in the same news cycle, not necessarily the same story. Circle just handed a five-year revenue-sharing contract and equity stake, with full voting rights, to a company under active federal scrutiny for something entirely separate from USDC. Whether that scrutiny goes anywhere is an open question, and one worth watching alongside the two-year clock now running on Binance's locked-up shares.