USDC issuer Circle disclosed in a current report filed with the U.S. Securities and Exchange Commission on September 22 local time that it had received a $100 million investment from Binance and entered a five-year agreement to expand USDC distribution. The agreement was signed and the investment transaction closed on September 17.
Binance purchased 1,237,011 newly issued shares of Circle's Class A common stock in a private placement at $80.84 per share. It did not buy shares from an existing shareholder; Circle issued new shares to provide capital to the company. According to the filing, the purchase price represented a discount to the market price before closing, but the discount rate was not disclosed.
Under the business agreement, Circle will pay Binance a monthly incentive fee equal to a specified percentage of the amount of USDC held through Circle's Modular Smart Contract Wallet service. Binance will undertake activities to promote USDC use on its platform. The new agreement replaces agreements signed in November 2024 and August 2025. Each party may terminate the agreement before the end of its five-year term if specified events occur. As a general rule, Binance may not sell, transfer, or pledge the acquired shares for two years after closing. Hedging and derivative transactions that transfer the economic risk of share ownership to another party are also restricted. Exceptions apply, including certain transfers among affiliates, and the restriction may end before two years if Binance terminates the business agreement under specified conditions. Shareholder rights, including voting rights, remain in effect during the restricted period.
The filing did not disclose the incentive-fee rate, the USDC balance on which it will be calculated, or the specific events that permit early termination. The public information therefore is insufficient to calculate the amount Binance will receive.