Circle will pay Binance a monthly fee on USDC held in its smart contract wallet
Binance paid $100 million for 1,237,011 Circle shares and signed a five-year USDC agreement whose incentive fee is a percentage of balances held in Circle's wallet product. The filing does not disclose the percentage.
The Scientist · Science desk
What happened
- Circle told the SEC in a Form 8-K filed before the New York open on September 22 that Binance had taken a $100 million equity position and signed a new five-year commercial arrangement covering USDC.
- The placement was 1,237,011 Class A shares at $80.84 each for $100 million in proceeds, sold privately under a 1933 Act exemption so the stock Binance holds is unregistered.
- The stock opened at $98.09 on the day of the disclosure, touched $97.56, and was at $94.15, down 0.36%, by 3:50 p.m. UTC.
Why it matters
- What it limits constraint Binance holds a position it can neither sell nor hedge for up to two years, so it absorbs the full price swing of a stock that has ranged from $49.90 to $159.47 in a year while keeping the vote.
- What it costs cost Circle's distribution expense now rises with the same balances it is paying to build, and since its revenue comes from USDC reserves, the undisclosed fee percentage decides whether the deal adds margin.
- What doesn't add up contradiction Forkast's 5% discount and The Crypto Times' 14.4% describe the same $80.84 against different closing prices, and the reference date decides whether Binance got much of a concession at all.
- What it sets up precedent A relationship repriced in November 2024 and again in August 2025 has been replaced by a five-year term with equity attached. The next large distributor now has a structure to ask for.
Next story · Invest · 10h ago
Circle aims USDC at about 40 emerging markets from a 25% share of stablecoinsConfirmed3 publishers
Circle sold the shares at $80.84 [11]. The discount depends on which day you measure. CRCL closed at $80.45 on September 16 and $85.09 on September 17, the day the two firms closed the transactions [6][10]. That puts the strike about 5.0% below the close on the day of signing and roughly 0.5% above the close the day before [21][22]. Forkast reported a 5% discount to the prevailing market price [9]. The Crypto Times measured $80.84 against Monday's close of $94.49 and got 14.4%, noting that the filing anchors its own discount language to the tape "prior to the closing" [7][8]. Between the September 17 close and Monday's close, CRCL rose about 11% [27].
Circle's payment is keyed to balances. It pays Binance a monthly incentive fee "representing a percentage of the amount of USDC held" through its Modular Smart Contract Wallet infrastructure service, the product that lets exchanges and applications hold and move stablecoins for end users who never handle a private key [2][23]. Binance promotes USDC on its platform in return [2]. The percentage is not in the 8-K, so the five-year cost cannot be computed from the filing [13].
Binance paid $100 million once, for 1,237,011 shares [11]. Circle pays every month for as long as the agreement runs, and that agreement supersedes and replaces the deals the two signed in November 2024 and August 2025 [2][3]. Forkast wrote that the equity stake "converts Binance from a paid distributor into a stakeholder" [16]. Binance now holds the stock and collects the fee.
Jeremy Allaire, Circle's co-founder and CEO, said in the joint announcement that the real asset Binance is buying is "distribution reach into the fastest-growing crypto markets in the world" [25]. Richard Teng, co-CEO of Binance, said: "Our $100 million investment and five-year commitment represent long-duration conviction." [26]
Forkast puts Circle's USDC supply at roughly $60 billion and says Tether's USDT still dominates emerging markets because it arrived first, and it dates the GENIUS Act requirement for 1:1 reserves and monthly attestations to January 18, 2027 [31][24]. The fee as described pays out on USDC held through the wallet stack wherever the holder sits.
At 1,237,011 shares, the placement is about 0.45% of the estimated 273.5 million shares outstanding, and $100 million is about 0.39% of the $25.76 billion market capitalisation at $94.15 [28][29][18]. Too small to explain the tape. Volume by mid-session was about 3.5 million shares against an average of roughly 14.6 million [18]. The stock opened at $98.09 and traded at $94.15, down 0.36%, at 3:50 p.m. UTC [17].
At that price Binance's stake is worth about $116.5 million, some $16.5 million above what it paid [30]. It cannot sell, transfer or pledge any of it until the earlier of the second anniversary of the closing or its own termination of the commercial arrangements under certain circumstances, it cannot use hedges or swaps that would shift the economic risk during that window, and it votes the shares throughout [4][5].
What to watch
- Whether Circle's next quarterly filing gives the fee percentage or an aggregate incentive expense line. Either figure would let holders size the five-year commitment.
- Whether USDC balances held through the Modular Smart Contract Wallet are reported separately from total USDC supply.
- Whether any early-termination event is triggered before the two-year transfer restriction on Binance's shares lapses.
Clarity's read
What the record supports and how the coverage leans. The claims behind it follow.
Reality
- Evidence72
- Adoption38
- Hype gap+32
- Incentives78
- Confidence70
Claim ledger
Ranked by verification strength, evidence, and original report placement.
- [1]
Circle Internet Group disclosed in a Form 8-K filed before the New York open on Tuesday, September 22, 2026 that Binance took a $100 million equity position in the company and signed a new five-year commercial arrangement around USD Coin (USDC), the world's second-largest dollar-pegged stablecoin.
- [2]
Circle agreed to pay Binance a monthly incentive fee "representing a percentage of the amount of USDC held" through Circle's Modular Smart Contract Wallet infrastructure service, with Binance undertaking activities to promote USDC on its platform in return.
- [3]
The 8-K states that the new commercial package "supersedes and replaces" the agreements Circle and Binance signed in November 2024 and August 2025.
- [4]
Binance agreed not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of the shares from the closing date until the earlier of the second anniversary of the closing or a termination of the commercial arrangements by Binance under certain circumstances.
- [5]
Binance cannot use hedges, swaps or similar contracts that would shift the economic risk of the position during the restriction window, subject to customary carveouts for transfers among affiliates, board-approved business combinations and legally required dispositions, and it retains full stockholder rights including the vote for the duration of the restriction.
- [6]
CRCL closed September 16 at $80.45 and September 17 at $85.09.
- [7]
Against Monday's $94.49 close the $80.84 subscription price sits about 14.4% lower, and the filing anchors its discount language to the tape "prior to the closing", so the effective concession at signing was in the low single digits versus the days around signing.
- [8]
Circle described the strike as reflecting "a discount to the market price of the Class A common stock prior to the closing."
- [9]
Forkast reported that the private placement of approximately 1,237,011 Class A shares at $80.84 was at a 5% discount to the prevailing market price.
- [10]
The two firms closed the transactions on September 17, 2026, five calendar days before the Form 8-K was filed.
- [11]
Circle issued and sold Binance 1,237,011 shares of Class A common stock at a purchase price of $80.84 per share, for aggregate proceeds of $100 million; the par value of each share is $0.0001.
- [12]
The sale was a private placement exempt from registration under the Securities Act of 1933, which means the shares Binance received are unregistered and cannot be freely resold in the United States without registration or another exemption.
- [13]
The commercial term is five years, either party can terminate early upon the occurrence of specified events, and the actual fee percentage is not disclosed anywhere in the Form 8-K.
- [14]
CRCL was quoted at $96.00 in pre-market trading at 7:34 a.m. Eastern on September 22, up 1.77% from Monday's close of $94.49; Monday's session opened at $98.09 and ran between $93.12 and $99.97 on roughly 16.5 million shares, according to Yahoo Finance.
- [15]
The 1,237,011 new shares represent roughly half of one percent of Circle's outstanding Class A share count.
- [16]
Forkast wrote that previous deals were transactional, with Circle paying distribution fees and Binance listing the token, and that "the equity stake converts Binance from a paid distributor into a stakeholder."
- [17]
At 3:50 p.m. UTC on September 22, CRCL was trading at $94.15, down 0.36%, after opening at $98.09 and peaking earlier at $97.56, according to Yahoo Finance data.
- [18]
At $94.15, Circle's market capitalization stood at $25.76 billion across an estimated 273.5 million shares outstanding, with trading volume of about 3.5 million shares at the time against an average daily volume of roughly 14.6 million.
- [19]
Circle's revenue model is closely tied to the reserves backing USDC, making growth of the stablecoin's circulation and related balances an important factor for the company.
- [20]
CRCL has traded between $49.90 and $159.47 over the past year, according to Yahoo Finance data.
- [21]
The $80.84 purchase price is about 5.0% below CRCL's September 17 close of $85.09.
- [22]
The $80.84 purchase price is about 0.5% above CRCL's September 16 close of $80.45.
- [23]
Circle's Modular Smart Contract Wallet is a wallet product that lets exchanges and applications hold and move stablecoins on behalf of end users without those users managing private keys directly.
- [24]
Forkast reports that the GENIUS Act enforcement cliff arrives on January 18, 2027 and will require stablecoin issuers operating in the United States to maintain 1:1 reserves, submit to monthly attestations and comply with federal oversight.
- [25]
Jeremy Allaire, co-founder and CEO of Circle, said in the joint announcement that the real asset Binance is buying is "distribution reach into the fastest-growing crypto markets in the world", and that a $100 million investment alongside a five-year commercial commitment "creates mutual value".
- [26]
Richard Teng, co-CEO of Binance, said: "Our $100 million investment and five-year commitment represent long-duration conviction."
- [27]
CRCL rose about 11% between its September 17 close of $85.09 and Monday's close of $94.49.
- [28]
The 1,237,011 shares issued to Binance are about 0.45% of the estimated 273.5 million Circle shares outstanding.
- [29]
The $100 million paid is about 0.39% of Circle's $25.76 billion market capitalization at $94.15.
- [30]
At $94.15 a share, Binance's 1,237,011 shares are worth about $116.5 million, roughly $16.5 million above the $100 million paid, or about 16.5% above the strike.
- [31]
Forkast reports Circle's existing USDC supply at roughly $60 billion, with USDC leading in developed markets and Tether's USDT still dominating emerging markets because it arrived first and the incentive structures favored it.
Sources
2 independent publishers whose own reporting we read for this story.
- cryptotimes.ioBinance Buys $100M Circle Stake at $80.84 in Five-Year USDC Deal, CRCL Jumps Pre-Market
2 articles · September 22, 2026
- forkast.newsCircle and Binance Trade Transactional Friction for Long-Term Alignment – Forkast
1 article · September 22, 2026
Topics and entities
Topics
- Crypto Exchange Distribution
- Private Placements and Primary Issuance
- Stablecoin Regulation
- Stablecoins
Entities
- Mastercard
- Richard Teng
- USDC
- SoFi
- SEC
- Circle Internet Group
- Binance
- Modular Smart Contract Wallet
- Arc
- Visa
- Tether USDt
- Securities Act of 1933
- GENIUS Act
- Tazapay
- Jeremy Allaire