Good accounts make good friends. Circle, the company behind the stablecoin USDC, sold the equivalent of $100 million in class A shares to Binance. The private placement was closed on September 17 and made public five days later via Form 8-K filed with the American stock market watchdog, the SEC.
On the same day, the USDC issuer's subsidiaries signed a five-year commercial agreement that flows the other way: Circle will pay Binance a monthly fee calculated as a percentage of the outstanding USDC held via its Modular Smart Contract Wallet infrastructure.
Key Points
Circle sold $100 million in shares to Binance, in a private placement closed on September 17
In exchange, Circle will pay Binance a monthly commission on outstanding USDC held via its Modular Smart Contract Wallet infrastructure, for five years
The shares are blocked for two years: Binance cannot sell them, pledge them, or hedge them, but retains all its shareholder rights.
The 8-K was filed the day after Bloomberg reported on an investigation by federal prosecutors into possible circumvention of sanctions against Iran
Binance invests $100 million in Circle, shares blocked for two years
With $75 billion in market cap, Circle's USDC is the second stablecoin behind Tether's USDT. On September 22, Binance and Circle made a mutual agreement public via a filing of a Form 8-K with the SEC.
On the one hand, Circle sold 1,237,011 Class A shares at $80.84 each, or $100 million. Titles that won't move anytime soon. Indeed, Binance is prohibited from selling, transferring, pledging or covering them for two years from the closing, or until it terminates the commercial agreements in certain circumstances. Three exceptions remain: transfers to affiliated entities, a buyout offer approved by the board of directors as well as transfers imposed by law. The exchange, however, retains all of its shareholder rights, including voting rights.
Please note that the purchase price of the shares is slightly lower than the market price. Indeed, CRCL was trading around $85 on the closing date, before ending at $94.49 a few sessions later. The Binance line therefore weighs nearly $116.9 million, or nearly $17 million in latent capital gains in the sessions following the purchase.
However, the stock still remains very far from its peaks. Introduced on the stock market at $31 in June 2025, it soared beyond $290 a few weeks later before falling. Over twelve months, CRCL still shows a decline of around 34%, while the S&P 500 gains 16.5% over the same period.
USDC: Circle still pays for its distribution
According to the document filed with the SEC, this is the third version of this agreement in less than two years. The filing specifies that it cancels and replaces the contracts concluded in November 2024 then in August 2025. The first was unveiled at Abu Dhabi Finance Week, with Binance then announcing the integration of USDC into all of its products and its entry into the company's treasury.
Paying to be distributed has been the USDC model since its beginnings. Coinbase, co-founder of the stablecoin within the Center consortium, pockets half of the revenue generated by the reserves. Thus, nearly $908 million was paid to it in the 2024 financial year alone.
From now on, thanks to this agreement, Binance joins the payroll by becoming a shareholder of the person who pays it. Yes, this bilateral agreement allows Binance to obtain a commission from Circle. The company is also committed to further promoting the stablecoin to its users.
The operation was signed the day after the launch of Arc, Circle's blockchain, of which USDC serves as a gas token. BlackRock, DTCC and Visa are already among its founding validators, and Binance among the platforms which open access to users.
In Frankfurt, the real issue is already the dollar
Circle's arithmetic is clear: $100 million raised at a discount, against a monthly commission paid for five years on the outstanding USDC stored in its wallet infrastructure. The issuer buys a showcase on the world's leading platform in terms of volume and secures a shareholder who will not be able to sell his shares for two years.
The calendar almost speaks for itself. The private placement closed on September 17. The same day, the Wall Street Journal wrote that Christine Lagarde would have intervened with Kyriakos Mitsotakis to derail Binance's MiCA license in Greece. Four days later, 8-K formalized a five-year pact to push USDC.
According to the American daily, two reasons would have weighed: the 2023 guilty plea in the United States, and the fear of seeing Binance strengthen stablecoins in dollars against the digital euro. Binance withdrew its Greek application on June 24, before any formal decision. Since July 1, its European services have been restricted, due to lack of passportable approval in the 27.
Nothing is decided. Under MiCA, the ECB has no right of veto: the approval of a CASP is a matter for national regulators. The HCMC denies the comments attributed to its officials. Neither Frankfurt nor Binance are commenting on anything other than “speculation”. The monetary fund is public: Lagarde has already warned against digital dollarization driven by Tether and Circle.
It is precisely this rail that the agreement locks. Circle pays Binance to distribute USDC. Binance becomes a shareholder of Circle. The press release targets emerging markets and does not mention Europe. He doesn't need it: if the concern attributed to Lagarde was indeed that, the 8-K responds to him without speaking to him. The account is in dollars.
