An SEC filing has revealed that Binance paid $100 million for a slice of Circle (NYSE: CRCL).

The same filing also shows that Binance agreed to be paid for promoting the USDC stablecoin on its exchange over the next five years.

An SEC filing has revealed that Binance received 1,237,011 of Circle’s Class A shares at $80.84 apiece through a private placement that closed on September 17.

Circle priced the shares below where its stock was trading at the time, but neither the company nor the filing revealed how much the discount was. Also, because the placement was unregistered, Binance cannot resell the shares unless they are later registered or an exemption applies.

Under the terms of the deal, for two years from its closing, or until Binance ends the commercial side of the deal under certain conditions, whichever happens first, it cannot sell, transfer, pledge or hedge the stock.

The few exceptions allow Binance to transfer shares to its own affiliates. A board-approved takeover can still go through and also Binance must sell if a court or law forces it to. Despite not being able to touch the stock, Binance keeps every shareholder right it would normally have, including the vote.

Circle got $100 million in cash from selling the shares and in return, Binance agreed to promote USDC to its users.

Specifically, in exchange for marketing and promotional work for USDC, Circle will pay Binance a monthly fee based on a percentage of the USDC balance held through Binance’s Modular Smart Contract Wallet service.

The arrangement runs for five years, and either company can walk away early if certain conditions happen — though the filing doesn’t say what those conditions are.

CRCL was trading in the mid-$80s on September 17 when the deal closed, and over the next few trading days, the stock climbed, closing at $94.49 on September 21. At that price, Binance’s 1,237,011 shares would be worth roughly $116.9 million. However, due to the two-year lockup, none of that paper gain can be cashed out right now.

Over the past 12 months, CRCL stock dropped by about 34%. The deal with Binance, the largest crypto exchange in the world, is partly about distribution.

Getting favorable placement and active promotion on the platform could help USDC grow, especially at a time when regulatory pressure in Europe has made things harder for USDT, USDC’s biggest rival stablecoin.

This deal is the third version of Binance and Circle’s partnership since late 2024, and it replaces earlier agreements from November 2024 and August 2025.

The original agreement was announced in December 2024 at Abu Dhabi Finance Week, when Binance said it would start offering USDC across its products and hold some USDC in its own corporate treasury.