Binance Founder Changpeng Zhao Agrees to Step Down, Plead Guilty

The chief executive of Binance, the largest global cryptocurrency exchange, plans to step down and plead guilty to violating criminal U.S. anti-money-laundering requirements, in a deal that may preserve the company’s ability to continue operating, according to people familiar with the matter.

Changpeng Zhao is scheduled to appear in Seattle federal court Tuesday afternoon and enter his plea, according to court records unsealed Tuesday. Prosecutors also unsealed a document charging Binance, which Zhao owns, with anti-money-laundering and sanctions crimes. Binance will also plead guilty and agree to pay fines totaling $4.3 billion, which includes amounts to settle civil allegations made by regulators, the people said.

Zhao has agreed to pay a criminal fine of $50 million, although that amount may be reduced based on separate civil penalties he has agreed to pay, court records show.

The deal would end long-running investigations of Binance. Zhao founded the firm in 2017 and turned it into the most important hub of the global crypto market. The criminal probe, in particular, has shadowed the company even as its market share initially grew after the collapse last year of FTX, one of its main offshore competitors.

Executives have recently fled Binance, and the exchange has laid off a chunk of its employees this year as the company struggled to come to terms with the U.S. probes.

The deal would allow Zhao to retain his majority ownership of Binance, although he won’t be able to have an executive role at the company. He is eligible to return to working at the company three years after a court-imposed compliance monitor is appointed, court records show. He would face sentencing at a later date.

The outcome resembles an earlier case that prosecutors brought against the executives of BitMEX, an exchange for trading crypto derivatives that was based in the Seychelles. Its former CEO, Arthur Hayes, pleaded guilty to violating anti-money-laundering law and was later sentenced to two years probation, avoiding a possible prison term of six to 12 months.

Striking a deal between the Justice Department and Binance had been elusive for months, the people said. Zhao recently hired a new lead attorney, William A. Burck of Quinn Emanuel Urquhart & Sullivan, to represent him before the Justice Department. Gibson Dunn & Crutcher has represented Binance.

The Justice Department declined to comment.

The deal to be announced on Tuesday doesn’t include a settlement with the Securities and Exchange Commission, which sued Binance and Zhao in June and alleged it violated U.S. investor-protection laws, the people said. Major crypto exchanges such as Binance have decided to litigate with the SEC, believing they can show that cryptocurrencies don’t qualify as the kinds of investments overseen by the SEC.

The Justice Department’s investigation looked at Binance’s program to detect and prevent money laundering and whether it allowed individuals in sanctioned countries, such as Iran and Russia, to trade with Americans on the exchange, the Journal previously reported.

A separate agreement would resolve a civil lawsuit filed against Binance and Zhao earlier this year by the Commodity Futures Trading Commission, one of the U.S. regulators that has tried to police the freewheeling global market, the people said. The $4.3 billion that Binance would pay includes amounts to address the CFTC’s claims and those leveled by agencies of the Treasury Department.

The CFTC claimed that Binance for years didn’t have a program to prevent and detect terrorist financing and money laundering. It also said Binance gave Americans access to derivatives such as futures or swaps that can only be traded in the U.S. if they are offered on regulated platforms. Binance never registered with U.S. regulators, making its risky leveraged products off-limits to American traders, the CFTC said.

A CFTC spokesman declined to comment.

Zhao resides in the United Arab Emirates and had curtailed his travel this year. The United Arab Emirates doesn’t have a mutual extradition treaty with the U.S., although last year the countries signed a treaty that enhances law-enforcement evidence sharing.

The U.A.E. remained welcoming to crypto even as countries such as China and the U.S. have cracked down on the unregulated industry. Zhao’s status was a sticking point in negotiations between the government and Binance for months, according to people familiar with the talks.

—Caitlin Ostroff contributed to this article.