Binance bought $100 million of Circle stock on the same terms that landed a day after Circle’s Arc blockchain went live, giving the exchange a stake in both the stablecoin issuer and the chain built around it.
Circle issued Binance 1,237,011 Class A shares at $80.84 each in a private placement that closed September 17, according to an SEC 8-K filing published September 22. The equity purchase closed alongside a five-year commercial agreement under which Circle pays Binance a monthly incentive fee, calculated as a percentage of USDC held through Circle’s Modular Smart Contract Wallet infrastructure, while Binance promotes the stablecoin.
The timing puts the deal directly on top of Circle’s infrastructure push. Arc’s public mainnet launched a day before the placement closed, with USDC used to pay transaction fees on the Layer 1 network. Founding validators include BlackRock, DTCC, ICE, Mastercard and Visa, and more than 100 applications were available at launch.
So the arrangement now reaches into every layer of Circle’s business. Binance earns recurring fees on USDC held through Circle’s wallet service, holds equity in the issuer itself, and the token it promotes is the gas that keeps Circle’s own chain running. The filing also supersedes earlier Binance-Circle agreements from November 2024 and August 2025, the third version of the partnership in under two years.
Richard Teng, co-CEO of Binance, said the investment and five-year commitment “represent long-duration conviction” and that the partnership is designed to deliver a stable digital dollar “available to anyone with a phone.”
Binance cannot sell, transfer or hedge the shares for up to two years, unless it ends the commercial agreement under certain circumstances, though it keeps voting rights. The shares were sold in an unregistered private placement, so resale is limited unless they are registered or an exemption applies. The filing does not say how large a discount Binance received, nor what percentage the monthly fee carries.
The deal closed a day after a report said federal prosecutors are investigating whether Binance breached US sanctions on Iran, a probe Bloomberg reported and which remains unconfirmed.
