Short answer: On September 22, 2026, Circle disclosed in an SEC filing that Binance bought about $100 million of its stock, 1,237,011 Class A shares at $80.84 each, alongside a new five-year deal to promote the USDC stablecoin. Circle will pay Binance a monthly fee based on the USDC held through Circle's wallet infrastructure. Binance cannot sell or hedge the shares for up to two years.
What happened
Circle, the issuer of USDC, filed a Form 8-K with the U.S. Securities and Exchange Commission on Tuesday, September 22. The filing shows that both the share sale and the expanded commercial agreement closed on September 17. The main terms:
- Private placement: Binance bought 1,237,011 Class A shares at $80.84 per share, about $100 million in total. A private placement is a sale of new shares directly to one investor rather than on the open market.
- Price: $80.84 was about 5% below Circle's September 17 closing price of $85.09, according to Unchained.
- Lockup: Binance cannot sell, transfer, pledge or hedge the shares for up to two years. The restriction can end earlier if Binance terminates the commercial agreement under certain conditions. Binance keeps its voting rights.
- Commercial deal: a five-year agreement under which Binance promotes USDC on its platform, and Circle pays it a monthly incentive fee calculated as a percentage of the USDC held through Circle's Modular Smart Contract Wallet service. The exact percentage is not disclosed.
How the new deal compares with earlier Binance-Circle agreements
Binance and Circle have cooperated before. The new agreement replaces the earlier ones:
| Agreement | Term | Key terms |
|---|---|---|
| November 2024 | Two years | $60.25 million upfront to Binance plus monthly fees for USDC promotion |
| August 2025 | - | Additional arrangement, now superseded |
| September 2026 | Five years | Monthly fee tied to USDC held in Circle's wallet infrastructure, plus a $100 million equity stake |
Either side can end the five-year deal early under conditions specified in the filing.
Why Binance and Circle are tying up now
The stake turns Binance, the largest exchange by trading volume, into a shareholder with an interest in USDC's growth. Several developments frame the timing:
- Arc launch. The week before, Circle opened the public mainnet of Arc, its own Layer 1 blockchain, where USDC is used to pay transaction fees. Circle said more than 100 applications were live at launch, with BlackRock, DTCC, ICE, Mastercard and Visa among its founding validators.
- Competition. In June more than 140 companies, including Coinbase, Visa and Stripe, backed a rival dollar stablecoin called Open USD. USDC's supply is about $74.6 billion, well behind Tether's USDT.
- A paper gain. Circle shares (NYSE: CRCL) closed at about $94 on Monday, September 21, a day when the wider crypto market rallied. At that price Binance's stake was worth about $117 million on paper, and the stock rose about 1.3% in premarket trading on Tuesday.
For background on Circle's recent results and its Arc plans, see our earlier report on Circle's earnings and USDC volume.
What it means for you
- Expect more USDC promotion on Binance. A five-year incentive deal gives Binance a direct reason to push USDC balances and pairs.
- Choose the right network. USDC exists on many blockchains, and fees and speed differ. Sending it on a network the recipient does not support is a common and costly mistake.
- Stablecoins are not interchangeable everywhere. USDC and USDT are both dollar tokens but have different issuers, reserves and exchange support. Swapping between them costs a small spread.
- Read the incentives. Rewards on stablecoin balances are funded by deals like this one and can change when the agreements change.
Key takeaways
- Binance bought 1,237,011 Circle shares at $80.84, about $100 million, disclosed on September 22, 2026.
- The shares are locked for up to two years; Binance keeps voting rights.
- A five-year deal pays Binance a monthly fee tied to USDC held via Circle's wallet service.
- The deal replaces agreements from November 2024 and August 2025.
New to dollar tokens? Our guide What Is a Stablecoin? USDT, USDC and DAI Compared explains how they differ.
Frequently asked questions
How much of Circle did Binance buy?
Binance bought 1,237,011 Class A shares of Circle at $80.84 each, about $100 million, in a private placement that closed on September 17, 2026 and was disclosed in an SEC filing on September 22.
Why does Circle pay Binance?
Under a five-year agreement, Circle pays Binance a monthly incentive fee based on a percentage of the USDC held through Circle's Modular Smart Contract Wallet service, in return for Binance promoting USDC. The percentage was not disclosed.
Can Binance sell its Circle shares?
Not for up to two years. Binance cannot sell, transfer, pledge or hedge the shares during the lockup, unless it ends the commercial agreement under certain conditions, and it keeps its voting rights.
