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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-258582

99-2840247

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

One World Trade Center, New York, NY 10007

(332) 334-0660

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

CRCL

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 6, 2025, the registrant had outstanding 216,487,160, 18,988,431, and nil of shares of Class A, Class B, and Class C common stock, respectively, each with a par value of $0.0001.

Table of Contents


			Page
PART I			5
Item 1. Unaudited Condensed Consolidated Financial Statements			5
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements Of Operations			8
Condensed Consolidated Statements Of Comprehensive Income			9
Condensed Consolidated Statements Of Changes In Redeemable Convertible Preferred Stock And Stockholders’ Equity			10
Condensed Consolidated Statements Of Cash Flows			12
Notes To Condensed Consolidated Financial Statements			14
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			38
Item 3. Quantitative And Qualitative Disclosures About Market Risk			62
Item 4. Controls And Procedures			63
PART II			64
Item 1. Legal Proceedings			64
Item 1a. Risk Factors			64
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds			103
Item 3. Defaults Upon Senior Securities			103
Item 4. Mine Safety Disclosures			103
Item 5. Other Information			103
Item 6. Exhibits			105
Signatures			106

Glossary

Definitions

We provide this glossary to help those reading this Form 10-Q understand the industry and other technical terms that are used in this Form 10-Q. For many of these terms, there is no generally accepted definition; in this glossary, we present our definition of such terms as used in this Form 10-Q.

•“API” or “application programming interface” is a software interface for two or more computer programs or components to communicate with each other.

•“blockchain” and “blockchain networks” are systems in which transactions are recorded across computers linked in peer-to-peer (“P2P”) networks.

•“cross-chain transfer protocol” or “CCTP” is a protocol that enables USDC to flow securely between blockchains.

•“cryptographic key” is a string of characters used to encrypt and decrypt data.

•“cryptography” is the process of encrypting and decrypting data.

•“digital wallets” are electronic devices, online services, or software programs that allow one party to make electronic transactions with another party bartering digital currency units for other digital assets, goods, and services.

•“distributed computing” is the process by which multiple computers work together to solve computational tasks.

•“electronic money token” or “e-money token” means a type of digital asset that purports to maintain a stable value by referencing the value of one official currency.

•“FBO account” or “for-the-benefit of account” is an account set up by a company to manage funds titled for the benefit of certain other persons. In our case, we hold the cash portion of Circle stablecoin reserves at banks in accounts that are titled FBO holders of Circle stablecoins.

•“fractional reserve banks” are banks that keep only a fraction of customer deposits in withdrawable funds and make other use of certain customer deposits, such as by lending them to borrowers or investing in financial instruments.

•“gas fee” is the fee required to conduct a transaction or execute a contract on a blockchain.

•“interoperability” is the ability of different blockchains to exchange information and work together frictionlessly.

•“M2 money stock” is the money supply that includes cash, checking and savings account deposits, and other short-term savings deposits.

•“meaningful wallets” or “MeWs” are onchain digital asset wallets holding $10 or more of USDC.

•“multi-party computation based wallets” or “MPC-based wallets” are digital asset wallets that use multi-party computation (i.e., a cryptographic technique that allows multiple parties to jointly compute a function without revealing their individual inputs) to offer strong security guarantees to those that manage digital assets.

•“neo-bank” is a financial technology firm that offers apps, software, or other technologies to streamline mobile and online banking, which may or may not possess a traditional banking license.

•“onchain apps” are software applications that use digital assets and smart contracts and deliver services using blockchain networks.

•“onchain transactions” are transactions that are carried out on the blockchain from start to finish. We measure onchain transactions by parsing and querying transaction data from blockchains that support USDC.

•“on-ramps” and “off-ramps” are channels between fiat currency and stablecoins.

•“payment stablecoins” are stablecoins that (i) are designed to maintain a stable value relative to a reference fiat currency on a one-for-one basis, (ii) can be redeemed for such reference fiat currency on a one-for-one basis, and (iii) are backed by assets held in a reserve that are considered low-risk and readily liquid with a value in such reference fiat currency that meets or exceeds the redemption value of the stablecoins in circulation.

•“private key” is a string of letters and numbers that allows a person to access and manage his/her digital assets in a digital wallet or other custodial solution, similar to a password.

•“programmability,” with respect to money or digital assets, occurs when rules that define or constrain usage can be embedded into the money or digital asset.

•“proof of stake” is a consensus mechanism that blockchains can use to agree upon a single true record of data history, in which traders are required to “stake” a portion of their digital assets as collateral, and if a trader adds a transaction to the blockchain that other validators deem to be invalid, they may lose a portion of what they staked.

•“rails” are the underlying infrastructure and systems that facilitate the transfer of value between parties.

•“secured overnight financing rate” or “SOFR” is a benchmark interest rate published by the Federal Reserve Bank of New York that reflects the cost of borrowing cash overnight collateralized with US Treasury securities, used as an alternative to the London Interbank Offered Rate (LIBOR).

•“seed phrase” is a sequence of random words that stores the data required to access or recover digital assets on blockchains or in digital wallets.

•“smart contracts” are programs built on blockchain networks that automatically execute certain actions when a predefined set of criteria are met.

•“stablecoin” is a digital asset whose value is designed to track the price of an underlying asset or another unit of value.

•“standardized network protocols” are established sets of rules governing the transmission of data between devices.

•“superapp” is an application that offers multiple services and features within a single platform.

•“TMMF” or “Tokenized Fund” is an onchain, tokenized representation of a traditional money market fund.

•“tokenization” is the process whereby ownership rights in an asset are represented as digital tokens and stored on a blockchain.

•“velocity,” with respect to money, is the average number of times a unit of money is used during a specified period.

•“Web1” or “Web 1.0” refers to the state of the web in which a set of static websites were used, providing no interactive content.

•“Web2” or “Web 2.0” refers to the current version of the internet, dominated by companies that offer services in exchange for personal data.

•“Web3” or “Web 3.0” refers to decentralized applications running on the blockchain, where users can participate without the need for centralized intermediaries, offering the ability to maintain one’s privacy and ownership of data.

PART I

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES


Index to Unaudited Condensed Consolidated Financial Statements			Page
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements Of Operations			8
Condensed Consolidated Statements Of Comprehensive Income			9
Condensed Consolidated Statements Of Changes In Redeemable Convertible Preferred Stock And Stockholders’ Equity			10
Condensed Consolidated Statements Of Cash Flows			12
Notes To Condensed Consolidated Financial Statements			14

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands, except share information)	September 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,348,901	$	750,981
Cash and cash equivalents segregated for corporate-held stablecoins	837,143		294,493
Cash and cash equivalents segregated for the benefit of stablecoin holders	73,372,843		43,918,572

Accounts receivable, net	22,154		6,418
Stablecoins receivable, net	1,000		6,957
Prepaid expenses and other current assets	321,343		187,528
Total current assets	75,903,384		45,164,949
Non-current assets:
Restricted cash	3,222		3,558
Investments	81,781		84,114
Fixed assets, net	23,486		18,682
Digital assets	51,550		31,330
Goodwill	266,384		169,544
Intangible assets, net	411,990		331,394
Deferred tax assets, net	13,414		10,223
Other non-current assets	25,797		20,615
Total assets	$	76,781,008	$	45,834,409
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Deposits from stablecoin holders	$	73,267,103	$	43,727,363
Accounts payable and accrued expenses	268,955		287,007
Convertible debt, net of debt discount	149,094		—
Other current liabilities	16,604		16,597
Total current liabilities	73,701,756		44,030,967
Non-current liabilities:
Convertible debt, net of debt discount	—		40,717
Deferred tax liabilities, net	31,345		29,559
Warrant liability	—		1,591
Other non-current liabilities	24,551		21,281
Total non-current liabilities	55,896		93,148
Total liabilities	$	73,757,652	$	44,124,115

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)


Commitments and contingencies (see Note 22)
Redeemable convertible preferred stock
Redeemable convertible preferred stock ($0.0001 par value, nil and 139.8 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of nil and $1.1 billion as of September 30, 2025 and December 31, 2024, respectively)	—		1,139,765
Stockholders’ equity
Class A common stock ($0.0001 par value; 2.5 billion and 300.0 million authorized as of September 30, 2025 and December 31, 2024, respectively; 215.2 million and 56.4 million issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)	23		6
Class B common stock ($0.0001 par value; 500.0 million and nil authorized as of September 30, 2025 and December 31, 2024, respectively; 19.0 million and nil issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)	2		—
Class C common stock ($0.0001 par value; 500.0 million and nil authorized as of September 30, 2025 and December 31, 2024, respectively; nil issued and outstanding as of September 30, 2025 and December 31, 2024)	—		—
Treasury stock at cost (5.0 million shares held as of September 30, 2025 and December 31, 2024)	(2,877)		(2,877)
Additional paid-in capital	4,437,594		1,792,969
Accumulated deficit	(1,426,125)		(1,223,213)
Accumulated other comprehensive income	14,739		3,644
Total stockholders’ equity	3,023,356		570,529
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	76,781,008	$	45,834,409

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


(in thousands, except per share information)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue and reserve income
Reserve income	$	711,241	$	445,215	$	1,903,426	$	1,228,117
Other revenue	28,518		547		72,984		12,769
Total revenue and reserve income	739,759		445,762		1,976,410		1,240,886
Distribution, transaction and other costs
Distribution and transaction costs	447,199		257,422		1,200,983		707,065
Other costs	413		281		1,218		5,752
Total distribution, transaction and other costs	447,612		257,703		1,202,201		712,817
Operating expenses
Compensation expenses	129,295		65,269		708,307		194,022
General and administrative expenses	45,477		33,337		119,301		99,583
Depreciation and amortization expenses	23,002		13,122		51,091		37,347
IT infrastructure costs	9,401		6,865		25,833		20,074
Marketing expenses	5,623		4,382		17,393		10,838
Digital assets (gains) losses	(1,671)		1,285		3,906		(159)
Total operating expenses	211,127		124,260		925,831		361,705
Operating income (loss) from continuing operations	81,020		63,799		(151,622)		166,364
Other (expense) income, net	72,071		22,365		(91,453)		44,843
Net income (loss) from continuing operations before income taxes	153,091		86,164		(243,075)		211,207
Income tax expense (benefit)	(61,294)		15,168		(40,151)		58,649
Net income (loss) from continuing operations	$	214,385	$	70,996	$	(202,924)	$	152,558



Earnings (loss) per share:



Basic	$	0.93	$	0.00	$	(1.53)	$	0.32




Diluted	$	0.64	$	0.00	$	(1.53)	$	0.25

Weighted-average shares used in computing earnings (loss) per share:
Basic	229,895		54,553		132,422		54,309

Diluted	266,682		73,125		132,422		73,026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	214,385	$	70,996	$	(202,924)	$	152,558
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	(642)		2,210		11,151		1,602
Unrealized gain (loss) on available-for-sale debt securities, net of tax	—		168		—		(65)
Unrealized gain (loss) on convertible notes – credit risk, net of tax	15		943		(56)		1,034
Total other comprehensive income (loss), net of tax	(627)		3,321		11,095		2,571
Comprehensive income (loss)	$	213,758	$	74,317	$	(191,829)	$	155,129

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (unaudited)


	Temporary Equity			Permanent Equity
(in thousands)	Redeemable convertible preferred stock			Class A common stock			Class B common stock			Treasury stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total Stockholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	139,762	$	1,139,765	61,313	$	6	—	$	—	4,960	$	(2,877)	$	1,792,969	$	(1,223,213)	$	3,644	$	570,529
Issuance of common stock upon exercise of stock options	—	—		1,009	—		—	—		—	—		642		—		—		642
Issuance of common stock and preferred stock upon exercise of warrants	45	737		1,130	—		—	—		—	—		854		—		—		854
Issuance of common stock in connection with business combination	—	—		3,857	—		—	—		—	—		89,919		—		—		89,919
Warrants in common stock	—	—		—	—		—	—		—	—		1,064		—		—		1,064
Vesting of restricted stock units, and common stock in connection with business combinations	—	—		1	—		—	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—	—		15,440		—		—		15,440
Other comprehensive income (loss), net of tax	—	—		—	—		—	—		—	—		—		—		1,725		1,725
Net income	—	—		—	—		—	—		—	—		—		64,791		—		64,791
Other	—	—		—	—		—	—		—	—		—		12		—		12
Balance at March 31, 2025	139,807	$	1,140,502	67,310	$	6	—	$	—	4,960	$	(2,877)	$	1,900,888	$	(1,158,410)	$	5,369	$	744,976
Issuance of common stock upon exercise of stock options	—	—		946	—		—	—		—	—		6,157		—		—		6,157
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs	—	—		19,900	2		—	—		—	—		570,127		—		—		570,129
Issuance of common stock upon settlement of restricted stock units, net of shares withheld	—	—		5,518	—		—	—		—	—		362,191		—		—		362,191
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	(139,807)	(1,140,502)		139,807	14		—	—		—	—		1,140,488		—		—		1,140,502
Conversion of Class A common stock to Class B common stock in connection with initial public offering	—	—		(19,580)	(2)		19,580	2		—	—		—		—		—		—
Warrants in common stock	—	—		—	—		—	—		—	—		4,501		—		—		4,501
Vesting of restricted stock units, and common stock in connection with business combinations	—	—		13	—		—	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—	—		14,474		—		—		14,474
Other comprehensive income (loss), net of tax	—	—		—	—		—	—		—	—		—		—		9,997		9,997
Net loss	—	—		—	—		—	—		—	—		—		(482,100)		—		(482,100)
Other	—	—		—	3		—	—		—	—		1		—		—		4
Balance at June 30, 2025	—	$	—	213,914	$	23	19,580	$	2	4,960	$	(2,877)	$	3,998,827	$	(1,640,510)	$	15,366	$	2,370,831
Issuance of common stock upon exercise of stock options	—	—		1,019	—		—	—		—	—		9,512		—		—		9,512
Issuance of common stock in connection with follow-on public offering, net of underwriting discounts and commissions and offering costs	—	—		3,500	—		—	—		—	—		442,968		—		—		442,968
Issuance of common stock upon settlement of restricted stock units, net of shares withheld	—	—		822	—		17	—		—	—		(89,921)		—		—		(89,921)
Issuance of common stock in connection with business combinations	—	—		22	—		—	—		—	—		—		—		—		—
Conversion of Class B common stock to Class A common stock	—	—		618	—		(618)	—		—	—		—		—		—		—
Warrants in common stock	—	—		—	—		—	—		—	—		8,231		—		—		8,231
Vesting of restricted stock units, and common stock in connection with business combinations	—	—		275	—		—	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—	—		67,977		—		—		67,977
Other comprehensive income (loss), net of tax	—	—		—	—		—	—		—	—		—		—		(627)		(627)
Net income	—	—		—	—		—	—		—	—		—		214,385		—		214,385

Balance at September 30, 2025	—	$	—	220,170	$	23	18,979	$	2	4,960	$	(2,877)	$	4,437,594	$	(1,426,125)	$	14,739	$	3,023,356

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (unaudited)


	Temporary Equity				Permanent Equity
(In thousands)		Redeemable convertible preferred stock			Class A common stock			Class B common stock			Treasury Stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total Stockholders’ Equity
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023		139,238	$	1,131,260	58,645	$	6	—	$	—	4,960	$	(2,877)	$	1,723,020	$	(1,385,607)	$	4,929	$	339,471
Adoption of new accounting standards		—	—		—	—		—	—		—	—		—		6,934		—		6,934
Issuance of common stock upon exercise of stock options		—	—		463	—		—	—		—	—		355		—		—		355
Issuance of common stock in connection with business combinations		—	—		1,444	—		—	—		—	—		—		—		—		—
Stock-based compensation		—	—		—	—		—	—		—	—		12,808		—		—		12,808
Other comprehensive income (loss), net of tax		—	—		—	—		—	—		—	—		—		—		(44)		(44)
Net income		—	—		—	—		—	—		—	—		—		48,639		—		48,639
Balance at March 31, 2024		139,238	$	1,131,260	60,552	$	6	—	$	—	4,960	$	(2,877)	$	1,736,183	$	(1,330,034)	$	4,885	$	408,163
Issuance of common stock upon exercise of stock options		—	—		259	—		—	—		—	—		$	273	$	—	$	—	$	273
Stock-based compensation		—	—		—	—		—	—		—	—		20,206		—		—		20,206
Other comprehensive income (loss), net of tax		—	—		—	—		—	—		—	—		—		—		(706)		(706)
Net income		—	—		—	—		—	—		—	—		—		32,923		—		32,923
Balance at June 30, 2024		139,238	$	1,131,260	60,811	$	6	—	$	—	4,960	$	(2,877)	$	1,756,662	$	(1,297,111)	$	4,179	$	460,859
Issuance of common stock upon exercise of stock options		—	—		29	—		—	—		—	—		$	65	$	—	$	—	$	65
Vesting of restricted stock units		—	—		1	—		—	—		—	—		—		—		—		—
Issuance of preferred stock for conversion of convertible notes		524	8,505		—	—		—	—		—	—		6,462		—		—		6,462
Stock-based compensation		—	—		—	—		—	—		—	—		16,025		—		—		16,025
Other comprehensive income (loss), net of tax		—	—		—	—		—	—		—	—		—		—		3,321		3,321
Net income		—	—		—	—		—	—		—	—		—		70,996		—		70,996
Balance at September 30, 2024		139,762	$	1,139,765	60,841	$	6	—	$	—	4,960	$	(2,877)	$	1,779,214	$	(1,226,115)	$	7,500	$	557,728

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


(in thousands)	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net income (loss)	$	(202,924)	$	152,558
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense	51,091		37,347
Accretion of premium on available-for-sale debt securities	—		(2,183)
Realized and unrealized losses (gains) on digital assets	2,002		(3,243)
Change in fair value of convertible debt, warrant liability, and embedded derivatives	113,894		(14,249)
Digital assets received for services	(13,695)		(1,500)
Equity securities received for services	(3,287)		—
Deferred taxes	(2,474)		(3,420)
Realized and unrealized losses (gains) on available-for-sale debt securities and strategic investments	3,167		(2,754)


Stock-based compensation	506,763		38,992

Foreign currency remeasurement	8,026		1,064
Provision for warrants in common stock	13,796		—
Other non-cash items	3,501		1,553
Changes in operating assets and liabilities:
Accounts receivable	(19,225)		515
Prepaid expenses and other current assets	(145,170)		(337)
Accounts payable and accrued expenses	(12,950)		28,285
Other current liabilities	(9,481)		5,569
Net cash provided by operating activities	293,034		238,197
Cash flows from investing activities

Purchase of available-for-sale debt securities	—		(90,321)
Sale and maturities of available-for-sale securities	—		234,609
Business combinations, net of cash acquired	(7,734)		—
Sale and return of investments	885		536
Purchase of investments	(7,695)		(1,279)



Proceeds from sale of digital assets	79		4,629
Capitalization of software development costs	(40,504)		(27,449)
Purchase of long-lived assets	(11,481)		(8,933)
Net cash (used in) provided by investing activities	(66,450)		111,792
Cash flows from financing activities
Net changes in deposits held for stablecoin holders	29,498,718		10,966,892
Proceeds from issuance of common stock in connection with initial public offering and follow-on public offering, net of underwriting discounts and commissions and offering costs	1,013,643		—
Payment of withholding taxes on settlement of restricted stock units	(213,882)		—
Capitalized transaction costs	—		(3,143)
Proceeds from exercise of stock options	16,311		694
Net cash provided by financing activities	30,314,790		10,964,443
Effect of exchange rate changes on cash and cash equivalents, restricted and segregated cash	53,131		393

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


(in thousands)	Nine Months Ended September 30,
	2025		2024
Unrealized gains (losses) on available-for-sale debt securities classified as cash equivalents, net of tax	—		(90)
Net increase in cash and cash equivalents, restricted and segregated cash	30,594,505		11,314,735
Cash and cash equivalents, restricted and segregated cash at the beginning of the period	44,967,604		24,994,159
Cash and cash equivalents, restricted and segregated cash at the end of the period	$	75,562,109	$	36,308,894
Cash and cash equivalents, restricted and segregated cash consisted of the following:
Cash and cash equivalents	$	1,348,901	$	577,277
Restricted cash	3,222		3,579
Cash and cash equivalents segregated for corporate-held stablecoins	837,143		369,797
Cash and cash equivalents segregated for the benefit of stablecoin holders	73,372,843		35,358,241
Total cash and cash equivalents, restricted and segregated cash	$	75,562,109	$	36,308,894
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	13,843	$	58,593
Cash paid for interest	$	180	$	258
Supplemental schedule of non-cash activities
Capitalized stock-based compensation expense related to internally developed software	$	77,581	$	10,114
Purchases of long-lived assets included in accounts payable and accrued expenses	$	(1,927)	$	4,197
Non-cash purchase of investments and digital assets	$	(4,952)	$	(5,903)
Net changes in stablecoins receivable	$	6,000	$	16,513
Net changes in the purchase and redemption of digital financial assets	$	(13,815)	$	11,855
Obligations to return digital asset collateral	$	—	$	(1,905)
Digital assets collateral received	$	—	$	1,905
Non-cash consideration for business combinations	$	89,919	$	—
Unrealized (loss) gain on convertible notes - credit risk, net of tax	$	(56)	$	1,034
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	$	1,140,502	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of business

Overview of the Business

On July 1, 2024, Circle Internet Financial Limited (“Circle Ireland”) consummated an Irish High Court-approved scheme of arrangement, pursuant to which issued ordinary shares and preferred shares in the capital of Circle Ireland were cancelled and, in connection with such cancellation, Circle Internet Group, Inc. (“Circle Group”), a Delaware corporation, issued equivalent shares of capital stock (in number and class) to the then-shareholders of Circle Ireland. Upon consummation of the scheme of arrangement, Circle Ireland became a wholly-owned subsidiary of Circle Group. The historical basis of accounting was retained as if the entities had always been combined for financial reporting purposes. The unaudited condensed consolidated financial statements include the accounts of Circle Group and its subsidiaries in which we have a controlling financial interest (together, “Circle,” the “Company,” “we,” “us,” or “our”).

Founded in 2013, Circle is a platform, network, and market infrastructure for stablecoin and blockchain applications and the issuer of a U.S. dollar-denominated stablecoin, USDC and a euro-denominated stablecoin, EURC (collectively “Circle stablecoins”). Circle provides a stablecoin network and a range of blockchain-specific software infrastructure. This infrastructure abstracts away complexity of using blockchain networks and enhances the utility of Circle stablecoins.

Initial Public Offering

In June 2025, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 19.9 million shares of its Class A common stock, including the underwriters’ over-allotment option which was exercised in full, at a public offering price of $31.00 per share. The IPO resulted in net proceeds to the Company of $583.0 million after deducting the underwriting discounts and commissions and before deducting offering costs of $12.8 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO.

In connection with the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, effective June 6, 2025 (the “Charter”), which authorizes a total of 2.5 billion shares of Class A common stock with a par value of $0.0001 per share, 500.0 million shares of Class B common stock with a par value of $0.0001 per share, 500.0 million shares of Class C common stock with a par value of $0.0001 per share and 500.0 million shares of preferred stock with a par value of $0.0001 per share. In connection with the IPO, all shares of our outstanding redeemable convertible preferred stock automatically converted into a total of 139.8 million shares of our Class A common stock, and a total of 19.6 million shares of Class A common stock held by our co-founders and certain entities controlled by our co-founders were converted into an equivalent number of shares of Class B common stock. As a result, following the completion of the IPO, we have three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock, of which only Class A common stock and Class B common stock were outstanding as of September 30, 2025.

Certain of our restricted stock units granted to employees included both a service condition and a liquidity-event related performance condition. The performance condition related to these awards was met upon the commencement of trading of our Class A common stock on the New York Stock Exchange, and the Company recognized $423.8 million of stock-based compensation expense, net of $62.7 million of capitalized costs related to internally developed software, for the vesting of approximately 9.5 million shares of Class A common stock, 4.0 million of which were withheld for tax withholding requirements.

Follow-on Public Offering

In August 2025, the Company completed a follow-on public offering of its Class A common stock, in which the Company issued and sold 3.5 million shares of its Class A common stock, including the underwriters’ over-allotment option which was exercised in full, at a public offering price of $130.00 per share. This resulted in net proceeds to the Company of $444.8 million after deducting the underwriting discounts and commissions and before deducting offering costs of $1.8 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the follow-on public offering.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of significant accounting policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our final prospectus, dated June 5, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”) in connection with our IPO.

There have been no changes to our significant accounting policies described in the audited consolidated financial statements as of and for the year ended December 31, 2024 included in our Prospectus that have had a material impact on our unaudited condensed consolidated financial statements and accompanying notes. All intercompany balances and transactions have been eliminated on consolidation.

Reclassifications

Certain prior period amounts have been reclassified in order to conform with the current period presentation. The impact of these reclassifications is immaterial to the presentation of the unaudited condensed consolidated financial statements taken as a whole and had no impact on previously reported total assets, total liabilities and net income.

Use of Estimates

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures in the accompanying notes.

Significant estimates that are particularly susceptible to significant change relate to the fair value of stock-based awards issued prior to the IPO, the fair value of convertible debt, the fair value of derivatives and embedded derivatives, the fair value of investments under measurement alternative, the assessment of the amount and likelihood of adverse outcomes from claims and disputes, the valuation of intangible assets acquired in business combinations, including goodwill and acquisition-date deferred taxes, and the recognition and measurement of current and deferred income taxes. The Company bases its estimates on historical experience and various other assumptions which we believe to be reasonable under the circumstances. These estimates may change as new events occur and additional information becomes available. Actual results could differ from these estimates and any such differences may be material to the financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation but are not necessarily indicative of the results expected for the full year or any other period.

Assets Segregated for the Benefit of Stablecoin Holders

The Company segregates assets backing Circle stablecoins to satisfy its obligations under all applicable regulatory requirements and commercial laws and classifies these assets as current based on their purpose and availability to fulfill its direct obligation to customers. The Company holds only bare legal title in the accounts holding the reserve funds, and maintains no legal, equitable, financial or ownership interest over the reserves themselves held for the benefit of Circle stablecoin holders in such accounts. The Company’s eligible liquid assets were greater than the aggregate amount of custodial funds due to customers for the periods presented. Refer to Deposits from Stablecoin Holders in this note for further details.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents segregated for the benefit of stablecoin holders and Cash and cash equivalents segregated for corporate-held stablecoins

Cash and cash equivalents segregated for the benefit of stablecoin holders and Cash and cash equivalents segregated for corporate-held stablecoins represent cash and cash equivalents maintained in segregated accounts that are held for the exclusive benefit of customers and stablecoin holders, including stablecoins held by the Company. The Company’s subsidiary holds shares in the Circle Reserve Fund (the “Fund”), a money market fund managed by BlackRock Advisors, LLC. The securities purchased by the Fund are subject to the quality, diversification, and other requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended. Shares of the Fund are only available for purchase by the Company’s subsidiary, which owns all outstanding shares of the Fund.

The Company accounts for the Fund as a financial asset under the fair value option pursuant to ASC 825, Financial Instruments, because the Company believes that measurement at fair value provides more useful information to financial statement users due to the short-term, highly liquid nature of the Fund. The shares of the Fund would otherwise be accounted for under the equity method pursuant to ASC 323, Equity Method and Joint Ventures, if the Company had not elected the fair value option. The Company measures fair value at the Fund’s net asset value per share. As of September 30, 2025 and December 31, 2024, balances held in the Fund included in Cash and cash equivalents segregated for the benefit of stablecoin holders were $64.2 billion and $37.5 billion, respectively, and the Fund has maintained a net asset value of $1.00 per share for all periods presented. In connection with the Fund, dividends receivable is included in Prepaid expenses and other current assets on the unaudited Condensed Consolidated Balance Sheets and dividend income is included in Reserve income in the unaudited Condensed Consolidated Statements of Operations.

Digital Assets

The Company receives, purchases, utilizes, and sells digital assets in the ordinary course of business and holds certain digital assets as investments. Digital assets are measured at fair value based on quoted market prices in active markets. If no quoted market price is available, digital assets are measured at fair value using a cost approach or other comparable approach. Changes in fair value of digital assets held in the ordinary course of business are recognized in Digital assets (gains) losses in the unaudited Condensed Consolidated Statements of Operations. Changes in fair value of digital assets held as investments are recognized in Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations. Gains and losses upon sale of digital assets are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a first-in, first-out (“FIFO”) basis for each pool of digital assets. These realized gains and losses on digital assets held in the ordinary course of business are recorded to Digital assets (gains) losses, and realized gains and losses on digital assets held as investments are recorded to Other (expense) income, net.

Deposits from Stablecoin Holders

Funds received from customers from the issuance of Circle stablecoins represent claims which are reflected as a liability classified as Deposits from stablecoin holders on the unaudited Condensed Consolidated Balance Sheets. As a licensed money transmitter and regulated Electronic Money Institution, Circle is obligated to redeem all Circle stablecoins presented by Circle Mint customers on a one-for-one basis for U.S. dollars or euros, as applicable, except in limited circumstances, such as when prohibited by law or court order or instances where fraud is suspected. As such, the Company does not have an unconditional right to deny Circle stablecoin redemption requests from Circle Mint customers. With the exception of general stablecoin holders subject to specific regulatory requirements such as those in the European Union, the Company does not redeem Circle stablecoins from stablecoin holders who are not Circle Mint customers. However, Circle stablecoins are supported by numerous global digital asset exchanges and marketplaces, including neo-banks, brokerages, payment providers, remittance providers, superapps and commerce companies, and as such, Circle stablecoin holders could transact with Circle Mint customers, ultimately allowing the Circle stablecoins to be redeemed. Deposits from stablecoin holders do not include amounts associated with corporate-held stablecoins. Cash associated with such corporate-held stablecoins are presented as Cash and cash equivalents segregated for corporate-held stablecoins on the unaudited Condensed Consolidated Balance Sheets. When the Company makes payments in the form of corporate-held stablecoins, the Company records an associated Deposits from stablecoin holders and records the cash associated with such stablecoins as Cash and cash equivalents segregated for the benefit of stablecoin holders. When such payments, in the form of corporate-held stablecoins, are for distribution, transaction and other costs or operating expenses incurred, the payments are presented in the unaudited Condensed Consolidated Statements of Cash Flows in the same manner as if such payments were settled in cash.

As of September 30, 2025 and December 31, 2024, the Company’s eligible liquid assets, which consist of cash and cash equivalents, were greater than the aggregate amount of custodial funds due to stablecoin holders.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances income tax disclosures, including more detailed requirements related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction, among other items. The Company adopted ASU 2023-09 retrospectively effective for the year ending December 31, 2025. The adoption will only impact annual disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as employee compensation and depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 also requires disclosure of the total amount of selling expenses. ASU 2024-03 is effective prospectively or retrospectively for the Company for its fiscal year beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently assessing ASU 2024-03 and its impact on its disclosures.

In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 clarifies guidance on accounting for share-based payments granted to a customer, that are accounted for as a reduction of revenue, by revising the definition of a performance condition to include conditions based on customer purchases and eliminating a policy election to account for forfeitures of customer awards as they occur. The guidance also clarifies that the variable consideration constraint does not apply to share-based consideration payments to customers. ASU 2025-04 is effective for the Company for its fiscal year beginning January 1, 2027 and for interim periods beginning in that year. The guidance allows for either a modified retrospective or full retrospective adoption, and early adoption is permitted. The Company is currently assessing ASU 2025-04 and its impact on its financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 removes all references to software development project stages under the existing standard and states that an entity is required to start capitalizing software costs when (1) management has authorized and committed to fund the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”). The new standard also states that an entity must assess whether significant development uncertainty exists in determining whether it has met the probable-to-complete recognition threshold. ASU 2025-06 is effective for the Company for its fiscal year beginning January 1, 2028 and for interim periods beginning in that year, with early adoption permitted. The guidance allows for prospective, retrospective, or modified prospective adoption. The Company is currently assessing ASU 2025-06 and its impact on its financial statements and disclosures.

3. Acquisitions and divestitures

Hashnote Holdings LLC

In January 2025, the Company acquired 100% of the ownership interest in Hashnote Holdings LLC, a Delaware limited liability company (together with its subsidiaries, “Hashnote”), which, through its affiliates, is the fund manager of Hashnote International Short Duration Yield Fund Ltd., a tokenized money market fund and the issuer of USYC.

In accordance with ASC 805, Business Combinations, the acquisition was accounted for as a business combination under the acquisition method. The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, and tax estimates may occur as additional information becomes available.

The following table summarizes the preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):


Cash and cash equivalents	$	2,412
Accounts receivable, net	193
Prepaid expenses and other current assets	109
Fixed assets, net	8
Digital assets	104
Goodwill	96,840
Intangible assets, net	4,480
Accounts payable and accrued expenses	(655)
Other current liabilities	(2,383)
Deferred tax liabilities, net	(1,043)
Total purchase consideration	$	100,065

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The fair value of consideration transferred was approximately $100.1 million, subject to customary adjustments, consisting of $10.2 million in cash, including a purchase price adjustment of $0.3 million, and approximately 2.9 million shares of our Class A common stock. The intangible assets acquired consist of developed technology of $1.7 million and customer relationships of $2.8 million and were each assigned useful lives of 2 years. The fair value of the customer relationships were determined using the income approach, and the developed technology was determined using the cost approach. These valuations are considered Level 3 fair value measurements due to the use of unobservable inputs including projected timing and amounts of future revenues, cash flows, discount rates and current replacement costs. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill and is attributable to Hashnote’s workforce and the synergies expected to arise from the acquisition. The Company does not expect goodwill to be deductible for income tax purposes.

The agreement also provided for the issuance of up to approximately 1.8 million additional shares of Class A common stock to certain Hashnote employees, which are subject to the satisfaction of vesting conditions and will be accounted for as compensation expense over the requisite service period.

The Company also holds investments in certain funds managed by affiliates of Hashnote. These funds, including Hashnote International Short Duration Yield Fund Ltd., are variable interest entities that are not consolidated by the Company due to the fact that we are not the primary beneficiary as we do not have an obligation to absorb losses or a right to receive benefits that could potentially be significant to each fund. The Company’s maximum exposure to loss associated with each fund is limited to its insignificant investment and its obligations to perform services as the manager of each fund. The Company provides no guarantees and has no other financial obligations to each of the funds.

Malachite

In August 2025, the Company acquired Malachite, a core software component that enables blockchain networks to automatically reach agreement on the validity of transactions, from Informal Systems Inc. for total consideration of $15.0 million consisting of $3.0 million in cash and $12.0 million of shares of Class A common stock. The shares of Class A common stock will primarily be paid in three installments over a period of two years and based on the average closing price of the Company’s shares over a period of 20 trading days prior to each payment. Each payment will also be subject to certain customary adjustments. The obligation to deliver a variable number of shares for a predominantly fixed monetary amount represents a liability, and the Company recorded $7.8 million and $4.2 million to Other current liabilities and Other non-current liabilities, respectively. The acquisition was accounted for as an asset acquisition, and substantially all of the fair value of the net assets acquired was attributable to intangible assets which will be amortized over a period of two years once placed in service.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Leases

The Company leases facilities under non-cancelable operating leases. In addition to fixed monthly lease payments, the Company is required to pay operating expenses and real estate taxes for certain of these facilities.

The components of lease cost were as follows (in thousands):


Table 4.1. Lease Cost
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	850	$	802	$	2,522	$	3,028
Short-term lease cost	$	168	$	305	$	500	$	788

Supplemental balance sheet information related to leases is as follows (in thousands):


Table 4.2. Details of Lease Right-of-use Assets and Liabilities
	September 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	14,523	$	15,493

Operating lease liabilities - current	2,693		2,637
Operating lease liabilities - non-current	12,347		13,074
Total operating lease liabilities	$	15,040	$	15,711

Operating lease liabilities are included in Other current liabilities and Other non-current liabilities on the unaudited Condensed Consolidated Balance Sheets, while operating lease right-of-use assets are included in Other non-current assets on the unaudited Condensed Consolidated Balance Sheets.

Weighted-average lease terms and discount rates are as follows:


Table 4.3. Weighted-average Lease Terms and Discount Rates
	September 30, 2025		December 31, 2024
Weighted-average remaining lease term	7.6 years		8.3 years
Weighted-average discount rates	13.4	%	12.8	%

Maturities of lease liabilities under operating leases are as follows (in thousands):


Table 4.4. Maturities of Lease Liabilities
	Years ending December 31,
2025 (remaining 3 months)	$	827
2026	3,125
2027	3,178
2028	2,789
2029	3,058
Thereafter	11,944
Total lease payments	24,921
Less: imputed interest	9,881

Total lease liabilities	$	15,040

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Intangible assets, net

The useful life of the Company’s finite-lived acquired intangible assets is as follows:


Table 5.1. Acquired Intangible Assets Useful Life
Acquired intangible assets	Useful life (years)
Developed technology	2	~	6
Customer relationships	2
Regulatory licenses	5
Patents and trade name	2	~	17

Intangible assets consists of the following (in thousands):


Table 5.2. Details of Intangible Assets, net
As of September 30, 2025	Gross carrying amount		Accumulated amortization		Intangible assets, net		Weighted average remaining useful life (in years)
Amortizing intangible assets
Internally developed software	$	256,300	$	(139,852)	$	116,448	1.6
Acquired intangible assets	39,854		(11,142)		28,712		3.2
Total amortizing intangible assets	$	296,154	$	(150,994)	$	145,160
Indefinite-lived intangible assets
Acquired intangible assets	266,830		—		266,830
Total intangible assets, net	$	562,984	$	(150,994)	$	411,990


As of December 31, 2024	Gross carrying amount		Accumulated amortization		Intangible assets, net		Weighted average remaining useful life (in years)
Amortizing intangible assets
Internally developed software	$	146,579	$	(94,646)	$	51,933	1.4
Acquired intangible assets	31,373		(18,316)		13,057		5.8
Total amortizing intangible assets	$	177,952	$	(112,962)	$	64,990
Indefinite-lived intangible assets
Acquired intangible assets	266,404		—		266,404
Total intangible assets, net	$	444,356	$	(112,962)	$	331,394

Amortization expense of intangible assets consists of the following (in thousands):


5.3. Details of Amortization Expense of Intangible Assets
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Amortization expense on internally developed software	$	20,688	$	11,042	$	45,092	$	30,395
Amortization expense on acquired intangible assets	1,342		1,608		4,025		5,548
Total amortization expense of intangible assets	$	22,030	$	12,650	$	49,117	$	35,943

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The expected future amortization expense for amortizing intangible assets is as follows (in thousands):


Table 5.4. Future Amortization Expense of Intangible Assets
	Years ending December 31,
2025 (remaining 3 months)	$	24,324
2026	81,626
2027	35,346
2028	1,774
2029	384
Thereafter	1,706
Total amortization expense	$	145,160

6. Fixed assets, net

The following table presents our major categories of fixed assets, net (in thousands):


Table 6.1. Details of Fixed Assets, net
	September 30, 2025		December 31, 2024
Computers & equipment	$	5,542	$	4,920
Leasehold improvements	20,115		739
Construction in progress	—		16,204
Other	4,107		1,600
Total fixed assets	29,764		23,463
Less: accumulated depreciation and amortization	(6,278)		(4,781)
Total fixed assets, net	$	23,486	$	18,682

Depreciation expense was $1.0 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively, and $2.0 million and $1.4 million for the nine months ended September 30, 2025 and 2024, respectively, which is included within Depreciation and amortization expense on the unaudited Condensed Consolidated Statements of Operations.

7. Digital assets

The composition of digital assets included the following (in thousands, except quantity):


Table 7.1. Details of Digital Assets
	September 30, 2025					December 31, 2024
	Quantity	Cost Basis		Fair Value		Quantity	Cost Basis		Fair Value
Sui	3,701,242	$	8,271	$	12,087	2,304,672	$	2,385	$	9,483
Bitcoin	74	2,228		8,376		73	2,113		6,781
Ether	1,744	4,520		7,239		1,746	4,455		5,815
Other digital assets (1)	n.m.	27,046		23,848		n.m.	10,805		9,251
Total digital assets		$	42,065	$	51,550		$	19,758	$	31,330

(1) Includes other digital asset balances, none of which individually represented more than 10% of the fair value of the total digital assets.

n.m.= not meaningful

As of September 30, 2025, there are certain digital assets with a total fair value of $3.6 million subject to various time-based contractual sale restrictions ranging from October 2025 until March 2029.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Digital assets (gains) losses consists of the following (in thousands):


Table 7.2. Digital Assets (gains) losses
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
(Gains)/losses on disposals of digital assets	$	(24)	$	11	$	(54)	$	(2,877)

(Gains)/losses on changes in fair value of embedded derivatives	—		—		—		1,629
Unrealized (gains)/losses on changes in fair value of digital assets	(1,647)		1,274		$	3,960	1,089

Total	$	(1,671)	$	1,285	$	3,906	$	(159)

Refer to Note 12 for gains and losses on digital assets held for investments.

8. Investments

Strategic investments

The Company holds strategic investments in privately held companies as a part of the Company’s strategy to build partnerships across the digital asset ecosystem. The Company also receives certain equity instruments as consideration for services. The Company does not have the ability to exercise significant influence over operating and financial policies of these investments. The carrying amount of these investments was $81.8 million and $84.1 million as of September 30, 2025 and December 31, 2024, respectively, which are included in Investments on the unaudited Condensed Consolidated Balance Sheets. The Company primarily records these investments at cost adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment, referred to as the measurement alternative.

The Company’s investments carried under the measurement alternative are recorded at fair value on a non-recurring basis in periods after initial recognition. Investments carried at fair value under the measurement alternative are classified within Level 3 of the fair value hierarchy due to the absence of quoted market prices, the inherent lack of liquidity and unobservable inputs used to measure fair value that require management’s judgment. Any subsequent changes in value of these investments will be included as a part of Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations.

The changes in the carrying value of equity investments carried under the measurement alternative along with investments in limited partnerships and certain forward contracts to purchase a specified quantity of equity shares in private companies are presented below (in thousands):


Table 8.1. Changes in the Carrying Value of Equity Investments under Measurement Alternative
Balance as of December 31, 2024	$	68,229
Net investments and returns in privately held companies	10,348
Upward adjustments	1,789
Downward adjustments	(4,740)
Realized gains (losses) and impairments	(692)
Balance as of September 30, 2025 (1)	$	74,934

(1)Excludes $6.9 million of strategic investments not accounted for under the measurement alternative as of September 30, 2025.


Balance as of December 31, 2023	$	66,008
Net investments and returns in privately held companies	1,283
Upward adjustments	4,805
Downward adjustments	(1,264)
Realized gains (losses) and impairments	(971)
Balance as of September 30, 2024 (1)	$	69,861

(1) Excludes $11.4 million of strategic investments not accounted for under the measurement alternative as of September 30, 2024.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. Derivatives and embedded derivatives

The Company enters into certain strategic investments in the form of forward contracts to purchase a specified quantity of digital assets. Certain of these contracts are accounted for as derivatives or investments with embedded derivatives, and accounts for these derivatives and embedded derivatives within Investments on the unaudited Condensed Consolidated Balance Sheets. The derivatives and bifurcated embedded derivatives are marked to market through Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations. Embedded derivatives are presented together with the respective host contract on the unaudited Condensed Consolidated Balance Sheets.

The fair value of the Company’s derivatives and embedded derivatives are as follows (in thousands):


Table 9.1. Fair Value of Derivative and Embedded Derivative Assets and Liabilities
	September 30, 2025		December 31, 2024
Investments - embedded derivatives	$	2,396	$	8,982
Investments - derivatives	$	142	$	350
Accounts receivable, net - embedded derivatives	$	(548)	$	—

The following table summarizes notional amounts related to derivatives and embedded derivatives (in thousands):


Table 9.2. Notional Amounts of Derivative and Embedded Derivative Assets and Liabilities
	September 30, 2025		December 31, 2024
Investments - embedded derivatives	$	1,199	$	791
Investments - derivatives	$	625	$	384
Accounts receivable, net - embedded derivatives	$	1,335	$	—

Gains (losses) on derivatives and embedded derivatives are as follows (in thousands):


Table 9.3. Gains (losses) on Derivatives and Embedded Derivatives
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Obligation to return digital asset collateral - embedded derivatives (1)	$	—	$	—	$	—	$	1,629
Accounts receivable, net - embedded derivatives (2)	$	(1,178)	$	—	$	(2,562)	$	—
Investments - derivatives and embedded derivatives (2)	$	138	$	2,656	$	(3,993)	$	2,992

(1) Included in Digital assets (gains) losses in the unaudited Condensed Consolidated Statements of Operations.

(2) Included in Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Fair value measurements

Recurring fair value measurements

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, stablecoin receivables, prepaid expenses and other current assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature.


Table 10.1. Fair Value Hierarchy
(in thousands)	September 30, 2025						December 31, 2024
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	65,143,457	$	—	$	—	$	37,841,697	$	—	$	—
Digital assets	46,990		—		4,560		31,330		—		—
Digital financial assets	537		—		—		14,328		—		—
Investments - derivatives and embedded derivatives (2)(3)	—		2,538		—		—		9,332		—
Accounts receivable, net - embedded derivatives (4)	—		(548)		—		—		—		—
Total assets	$	65,190,984	$	1,990	$	4,560	$	37,887,355	$	9,332	$	—
Liabilities
Convertible debt, net of debt discount	$	—	$	—	$	149,094	$	—	$	—	$	40,717
Warrant liability	—		—		—		—		—		1,591
Total liabilities	$	—	$	—	$	149,094	$	—	$	—	$	42,308

(1) Included $64.2 billion and $37.5 billion of Circle Reserve Fund as of September 30, 2025 and December 31, 2024, respectively.

(2) The fair value measurement is based on the quoted market price of the underlying digital asset.

(3) Excluded the host contract balance of $1.2 million and $0.8 million as of September 30, 2025 and December 31, 2024, respectively.

(4) Excluded the host contract balance of $1.3 million as of September 30, 2025.

As of September 30, 2025, certain digital assets related to the blockchain rewards revenue earned during the three and nine months ended September 30, 2025 were classified as Level 3 within the fair value hierarchy due to the absence of quoted market prices, inherent lack of liquidity, and unobservable inputs.

Warrant liability

The Company had issued warrants convertible into Series E preferred stock at a price of $16.23 per share. The warrants were classified as a non-current liability and were fair valued using a probability weighted model based on the fair value of the Company’s common stock at the balance sheet date. The Company revalued the warrants at each reporting period and recorded the change in fair value in the unaudited Condensed Consolidated Statements of Operations. On February 20, 2025, the Company issued an aggregate of 45 thousand shares of Series E preferred stock to the warrant holders upon the cashless exercise of those warrants which were subsequently converted one-for-one to Class A common stock upon completion of the IPO. The changes in carrying value of warrant liability are reflected in the following tables (in thousands):


Table 10.2. Changes in Carrying Value of Warrant Liability
Balance as of December 31, 2024	$	1,591
Warrants exercised	(1,591)

Balance as of September 30, 2025	$	—


Balance as of December 31, 2023	$	1,642
Fair value adjustment	(719)
Balance as of September 30, 2024	$	923

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible debt, net of debt discount

On March 1, 2019, the Company issued a convertible note in connection with an acquisition. The note had an original par value of $24.0 million, a 2.9% interest rate, and matures on March 1, 2026. The note was convertible into Series E preferred stock prior to the IPO, and is convertible into Class A common stock after the IPO. The Company elected the fair value option for recording this note. We measured the fair value of our convertible debt using the probability weighted “as converted” model. The change in fair value of the note is recorded in Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations. The changes in carrying value of convertible debt, net of debt discount are reflected in the following tables (in thousands):


Table 10.3. Changes in Carrying Value of Convertible Debt
Balance as of December 31, 2024	$	40,717
Net discount on convertible notes	642
Capitalized interest	334
Fair value adjustment	107,338
Fair value adjustment – credit risk	63
Balance as of September 30, 2025	$	149,094


Balance as of December 31, 2023	$	58,487
Net discount on convertible notes	857
Capitalized interest	479
Fair value adjustment	(12,167)
Fair value adjustment – credit risk	(1,034)
Conversion of convertible notes	(14,788)
Balance as of September 30, 2024	$	31,834

The following significant unobservable inputs were used in the valuation:


Table 10.4. Significant Unobservable Inputs
	September 30, 2025		December 31, 2024
Discount rate	7.5	%	7.5	%
Volatility	52.8	%	65.0	%
Risk-free rate	3.9	%	4.1	%

Nonrecurring fair value measurements

Non-financial assets and investments accounted for under the measurement alternative are measured at fair value on a nonrecurring basis. Certain investments accounted for under the measurement alternative were impaired. Refer to Note 8 for further details. These fair value measurements are based on Level 3 inputs, predominantly projected cash flows from the underlying investments and an applicable discount rate used in an income approach.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. Revenue recognition

Disaggregation of Revenue

The following table summarizes the disaggregation of revenue by major product and service (in thousands):


Table 11.1. Revenue by Product and Service
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Reserve income	$	711,241	$	445,215	$	1,903,426	$	1,228,117
Other revenue
Subscription and services	23,594		5		60,089		6,006
Transaction revenue	4,664		151		12,115		795
Other	260		391		780		5,968

Total other revenue	28,518		547		72,984		12,769
Total revenue and reserve income	$	739,759	$	445,762	$	1,976,410	$	1,240,886

Reserve income

All Circle stablecoins issued and outstanding are fully backed by equivalent amounts of fiat currency denominated assets held in segregated reserve accounts. The Company earns interest and dividends on assets held in reserve accounts, which include cash balances held at banks and investments in the Circle Reserve Fund. Interest income is recognized under the effective interest method, and dividend income from the Circle Reserve Fund is recognized on the declaration date.

Other revenue

Other revenue generally consists of revenues generated from services that increase the utility of Circle stablecoins and related transactions. The components of other revenue primarily includes revenues from subscription and services, transaction revenues, and other revenues.

Subscription and services consist of customer agreements where recurring revenue is generated from integration and maintenance services, fund management, time-based access, and user-based licensing. Payment for services received at the inception of the customer agreements in the form of digital assets is measured at fair value at the contract inception. Refer to the Digital assets discussion above regarding subsequent accounting for digital assets. Revenues from subscription contracts and maintenance services are recognized over time as the services are delivered. Revenues from integration services contracts which have specific performance obligations are recognized at the point in time when delivery of the services are completed and accepted by the customer. The Company receives fees associated with the management of USYC in the form of performance fees. Performance fees represent variable consideration and are recognized as revenue when the Company is entitled to such fees and significant reversals of such fees are not probable.

Transaction revenue is generated from usage-based, volume-based, or event-driven transactions. This includes fees associated with the redemption of Circle stablecoins and USYC, blockchain rewards revenue and use of Circle infrastructure in facilitating digital asset transactions (including CCTP). Transaction revenue contracts constitute a series of distinct processing services that the Company stands ready to provide to the customers over the contract period and services performed for participation in blockchain networks. The transaction price for these services is variable based on the number or volume of transactions processed, and consideration is allocated to the distinct service that forms part of its single performance obligation to provide such services. Revenue is recognized at the point in time as the performance obligation is met. The Company incurs expenses to assist in fulfilling obligations to process transactions. The Company acts as the principal in providing services to customers and, therefore, recognizes associated revenue and expenses on a gross basis.

Other is primarily generated from fees associated with certain non-recurring services and discontinued legacy products. Such customer contracts typically have one performance obligation and revenue is recognized at the point in time the services are provided.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Deferred Revenue

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue are reflected in the following table (in thousands):


Table 11.2. Changes in Deferred Revenue
Balance at December 31, 2024	$	13,390
Deferred revenue billed in the current period, net of recognition	5,961
Revenue recognized that was included in the beginning period	(13,390)
Balance at September 30, 2025	$	5,961


Balance at December 31, 2023	$	2,499
Deferred revenue billed in the current period, net of recognition	8,068
Revenue recognized that was included in the beginning period	(2,499)
Balance at September 30, 2024	$	8,068

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. Other (expense) income, net

The following table presents our major categories of Other (expense) income, net (in thousands):


Table 12.1 Other (expense) income, net
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Gains (losses) on digital assets and other investments, net	$	1,767	$	1,341	$	(1,263)	$	4,229
Interest income on corporate balances	13,453		9,253		31,370		26,066
Changes in fair value of convertible debt, warrant liability, and embedded derivatives	56,212		12,369		(113,894)		15,878
Interest expense and amortization of discount	(354)		(548)		(1,033)		(1,549)
Other, net	993		(50)		(6,633)		219
Total other (expense) income, net	$	72,071	$	22,365	$	(91,453)	$	44,843

13. Income taxes

For the three months ended September 30, 2025 and 2024, the Company recorded consolidated income tax benefit from continuing operations of $61.3 million and income tax expense of $15.2 million, which represent effective tax rates of (39.8)% and 17.5%, respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded consolidated income tax benefit from continuing operations of $40.2 million and income tax expense of $58.6 million, which represent effective tax rates of 16.6% and 27.7%, respectively.

The Company’s income tax expense and effective tax rate can fluctuate period to period based on the levels of net income before income taxes, the mix of profits earned in various tax jurisdictions with differing statutory tax rates, the magnitude of non-deductible items and tax credits, changes in valuation allowances, and the impact of discrete items.

The income tax benefit for the three and nine months ended September 30, 2025, primarily reflects tax benefits from stock-based compensation, research and development (“R&D”) tax credits, and the impact of recently enacted U.S. tax legislation.

During the second quarter of 2025, the Company recognized significant deductions related to the vesting of awards in connection with its IPO. In the third quarter of 2025, the vesting of additional stock-based awards at market prices resulted in incremental tax deductions and additional R&D tax credits. These items collectively reduced the Company’s income tax expense for the period.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes significant changes to U.S. tax law, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation, the immediate expensing of domestic R&D costs, and the limitation on the deductibility of business interest expense. The Company evaluated the income tax effects of the OBBBA on its unaudited condensed consolidated financial statements and recognized an income tax benefit of approximately $29.6 million in the three months ended September 30, 2025. The benefit primarily relates to current-period deductions arising from the immediate expensing of domestic R&D costs.

14. Debt

Warrant liability

In connection with a loan agreement with a bank, which was repaid in full in November 2019, the Company issued warrants convertible into 85 thousand Series E preferred stock with a strike price of $16.23 per share with an expiration date of February 21, 2025. On February 20, 2025, the Company issued an aggregate of 45 thousand shares of Series E preferred stock to the warrant holders upon the cashless exercise of those warrants.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible debt, net of debt discount

In March 2019, the Company issued a convertible promissory note in connection with an acquisition. Pursuant to the note agreement, the Company agrees to pay the holders the principal amount together with any interest on the unpaid principal balance for the note beginning on the date of the agreement. The note had an original principal amount of $24.0 million and was convertible into Series E preferred stock subject to the conversion provisions in the agreement. In September 2024, certain holders of the Company’s note converted their principal balance of $8.3 million into 524 thousand shares of Series E preferred stock at a conversion rate of $16.23 per share. Subsequent to the IPO, the remaining note is convertible into Class A common stock at a conversion rate of $16.23. The note matures on March 1, 2026, unless earlier converted, and has an annual interest rate of 2.9% due annually in arrears on the last day of each calendar year.

The Company has elected the fair value option for recording its convertible notes on the unaudited Condensed Consolidated Balance Sheets, which are recorded at a net discount on acquisition date. The fair value of outstanding convertible notes was $149.1 million and $40.7 million as of September 30, 2025 and December 31, 2024, respectively, and are reflected as Convertible debt, net of debt discount on the unaudited Condensed Consolidated Balance Sheets. The debt discount is amortized and included in Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations. The change in fair value of the convertible notes is included in Other (expense) income, net in the unaudited Condensed Consolidated Statements of Operations.

15. Stockholders’ equity

Common Stock

In June 2025, the Company completed its IPO, in which the Company issued and sold 19.9 million shares of its Class A common stock, including the underwriters’ over-allotment option which was exercised in full, at a public offering price of $31.00 per share.

The Charter authorizes a total of 2.5 billion shares of Class A common stock with a par value of $0.0001 per share, 500.0 million shares of Class B common stock with a par value of $0.0001 per share, 500.0 million shares of Class C common stock with a par value of $0.0001 per share and 500.0 million shares of preferred stock with a par value of $0.0001 per share. In connection with the IPO, all shares of our outstanding redeemable convertible preferred stock automatically converted into a total of 139.8 million shares of our Class A common stock, and a total of 19.6 million shares of Class A common stock held by our co-founders and certain entities controlled by our co-founders were converted into an equivalent number of shares of Class B common stock. As a result, following the completion of the IPO, we have three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock, of which only Class A common stock and Class B common stock were outstanding as of September 30, 2025.

Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the holder. In addition, Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon any transfer, except for permitted transfers described in our Charter, and in certain other circumstances. Class C common stock is convertible into Class A common stock on a one-for-one basis in connection with certain assignments and transfers.

The holders of Circle’s Class A common stock are entitled to one vote for each share of common stock held. The holders of Circle’s Class B common stock are entitled to five votes for each share of common stock held (but the aggregate voting power of Class B common stock cannot exceed 30% of the total voting power of our capital stock). The holders of Circle’s Class C common stock are not entitled to vote except to the extent set forth in our Charter or as required by applicable law. The voting, dividend and liquidation rights of the holders of our common stock are subject to and qualified by the rights, powers, and preferences of the holders of the Preferred Stock as detailed in the Charter.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025 and December 31, 2024, the Company has the following number of common shares reserved (in thousands):


Table 15.1. Details of Common Shares Reserved
	September 30, 2025	December 31, 2024
Conversion of Series A redeemable convertible preferred stock	—	33,621
Conversion of Series B redeemable convertible preferred stock	—	17,586
Conversion of Series C redeemable convertible preferred stock	—	18,445
Conversion of Series D redeemable convertible preferred stock	—	23,203
Conversion of Series E redeemable convertible preferred stock	—	37,391
Conversion of Series F redeemable convertible preferred stock	—	9,516
Common stock issuable in connection with business combinations	1,744	548
Common stock issuable under stock award plan	35,413	42,694
Common stock available for future issuance under stock award plan	31,348	9,649
Total	68,505	192,653

Warrants

In April 2023, the Company entered into an agreement with a commercial counterparty to grant warrants to purchase up to 4.5 million common shares of a consolidated subsidiary that will be automatically converted one-for-one into shares of Class A common stock upon exercise. The warrants have an exercise price of $42.14 per share and an exercise period of ten years from the grant date. The warrants are subject to certain service conditions to be achieved over a two-year period and performance conditions to be achieved over a five-year period. The fair value of the warrants, approximately $80.1 million, was measured at the time of issuance using the Black-Scholes option pricing model using the following assumptions: the Company’s estimated common share price on the grant date, a term of ten years, a dividend yield of zero, volatility of 44%, and a risk-free rate of 3.45%. The warrants will be expensed as the service conditions are achieved or over the requisite service period if and when the achievement of the performance conditions are probable. There were no marketing expenses or distribution and transaction costs related to the warrants for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, 3.4 million of these warrants have expired and none of the common shares associated with the remaining warrants have been exercised or forfeited.

In August 2023, the Company entered into an agreement with a digital asset exchange to grant warrants to purchase up to 3.6 million common shares of a consolidated subsidiary that will be automatically converted one-for-one into shares of Class A common stock upon exercise. The warrants have an exercise price of $25.09 per share. They expire five years from the grant date and the vesting of the warrants is subject to a performance condition. The fair value of the warrants, approximately $43.9 million, was measured at the time of issuance using the Black-Scholes option pricing model using the following assumptions: the Company’s estimated common share price on the grant date, a term of five years, a dividend yield of zero, volatility of 51%, and a risk-free rate of 4.38%. The warrants will be expensed over the requisite service period if and when the achievement of the performance condition is probable. There were no marketing expenses or distribution and transaction costs related to the warrants for the three and nine months ended September 30, 2025 and 2024. None of the common shares associated with these warrants have been exercised, forfeited or expired.

In December 2024, the Company entered into an agreement with a commercial counterparty which included the issuance of warrants to purchase up to approximately 2.9 million shares of Class A common stock. The warrants vest based upon the achievement of certain performance conditions for the benefit of the Company. The warrants have an exercise price of $22.71 per share and an exercise period of six years from the grant date. The warrants are subject to certain performance conditions to be achieved within a three-year period. The fair value of the warrants, approximately $56.1 million, was measured at the time of issuance using the Black-Scholes option pricing model using the following assumptions: the Company’s estimated common share price on the grant date, a term of six years, a dividend yield of zero, volatility of 53%, and a risk-free rate of 4.43%. The warrants are expensed as the service conditions are achieved or over the requisite service period if and when the achievement of the performance conditions are probable. There were $8.2 million and $13.8 million distribution and transaction costs related to the warrants for the three and nine months ended September 30, 2025. None of the common shares associated with these warrants have been exercised, forfeited or expired.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Donations to Circle Foundation

In March 2025, the Company’s board of directors approved the reservation of up to 2,682,392 shares of Class A common stock, which represented approximately 1% of our capital stock on the date it was approved by our board of directors. The shares may be issued to or for the benefit of the Circle Foundation, a donor-advised fund, in installments over 10 years.

In August 2025, the Company’s board of directors approved the transfer of 10% of the reserved shares to the Circle Foundation, following the expiration of the Company’s lock-up.

16. Redeemable convertible preferred stock

In connection with the IPO, all outstanding shares of redeemable convertible preferred stock were converted into shares of our Class A common stock on a one-to-one basis and their carrying value of $1.1 billion was reclassified into stockholders’ equity. As such, there were no shares of redeemable convertible preferred stock issued and outstanding as of September 30, 2025.

Following is a presentation of the key characteristics and shares for each class of the Company’s preferred stock as of December 31, 2024.


Table 16.1. Details of Preferred Stocks
Preferred stock class	Issue Date	Issue price		Conversion price		Liquidation preference		Shares issued (in thousands)
Series A	8/22/2013	$	0.27	$	0.27	$	0.27	33,621
Series B	2/26/2014	$	0.97	$	0.97	$	0.97	17,586
Series C	4/10/2015	$	2.17	$	2.17	$	2.17	18,445
Series D	5/17/2016	$	2.76	$	2.76	$	2.76	23,203
Series E	Various	$	16.23	$	16.23	$	16.23	37,391
Series F	5/9/2022	$	42.14	$	42.14	$	42.14	9,516

17. Stock-based compensation

Stock-based compensation expense was $59.1 million and $12.8 million for the three months ended September 30, 2025 and 2024, respectively, and $506.8 million and $39.0 million for the nine months ended September 30, 2025 and 2024, respectively. The capitalized stock-based compensation expense related to internally developed software was $9.2 million and $3.2 million for the three months ended September 30, 2025 and 2024, and $77.6 million and $10.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Stock options

Granted stock options generally have 10 year terms and have vesting periods ranging from 12 months to 48 months.

A summary of outstanding stock options activities for the nine months ended September 30, 2025 is presented as below:


Table 17.1. Summary of Outstanding Stock Options Activities
	Number of Stock Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2024	22,751	$	8.48	5.5	$	522,900
Options granted	103	$	131.98
Options exercised	(2,974)	$	5.49
Options forfeited	(95)	$	20.50
Balance as of September 30, 2025	19,785	$	9.51	4.4	$	2,434,911
Exercisable at September 30, 2025	18,845	$	8.02	4.2	$	2,347,414

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of outstanding unvested stock options activities for the nine months ended September 30, 2025 is presented as below:


Table 17.2. Summary of Outstanding Unvested Stock Options Activities
	Number of Shares (in thousands)	Weighted Average Exercise Price
Balance as of December 31, 2024	2,115	$	23.81
Options granted	103	$	131.98
Options vested	(1,268)	$	20.96
Options forfeited	(10)	$	16.27
Balance as of September 30, 2025	940	$	39.52

As of September 30, 2025, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $16.6 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Restricted stock units (RSUs)

Prior to the IPO, RSUs granted under the award plan generally vested upon the satisfaction of both a service condition and a liquidity-event related performance condition. Both the service and liquidity-event related performance conditions needed to be met for the expense to be recognized. RSUs granted after the IPO generally vest solely based on the satisfaction of a service condition. We record stock-based compensation expense for service-based RSUs on a straight-line basis over the requisite service period, which is generally the vesting period.

Prior to the IPO, we had not recognized stock-based compensation expense related to certain RSU awards as the qualifying liquidity-event related performance condition had not yet occurred and was not considered probable of occurring. As the performance condition related to these awards was met upon the commencement of trading of the Company’s Class A common stock on the NYSE, the Company recognized stock-based compensation expense of $423.8 million, net of $62.7 million of capitalized costs related to internally developed software, associated with the vesting of RSUs for which the service-based condition have also been met. Stock-based compensation expense related to remaining service-based awards after the IPO is recorded over the remaining requisite service period.

A summary of RSUs activities for the nine months ended September 30, 2025 is as follows:


17.3. Summary of Restricted Stock Units Activities
	Number of Shares (in thousands)	Weighted- Average Grant Date Fair Value
Balance as of December 31, 2024	19,943	$	30.85
RSUs granted	7,591	$	36.98
RSUs vested	(10,936)	$	32.92
RSUs forfeited	(970)	$	13.36
Balance as of September 30, 2025	15,628	$	32.58

As of September 30, 2025, unrecognized stock-based compensation cost related to outstanding unvested RSUs that are expected to vest was $306.2 million, which is expected to be recognized over a weighted-average period of 3.2 years.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Shares issued for business combinations

The Company has issued the following stock-based payments subject to forfeiture based on certain service conditions in connection with its acquisitions. These shares were issued to the employees of the acquired businesses and are valued based on the fair value of the Company’s common shares at the acquisition date. The Company records stock-based compensation expenses over the requisite service period, with an increase to additional paid-in capital. The shares issued for business combinations are subject to forfeiture based on service conditions through various dates over a four year period from their respective acquisition dates.


17.4. Summary of Shares Issued for Business Combinations Activities
	Number of Shares (in thousands)	Weighted- Average Grant Date Fair Value
Balance as of December 31, 2024	548	$	47.82
Shares issued	1,473	$	31.16
Shares vested	(271)	$	47.82
Shares forfeited	(6)	$	47.82
Balance as of September 30, 2025	1,744	$	33.75

For the three and nine months ended September 30, 2025, post-combination stock-based compensation cost included in the stock-based compensation expense was $6.1 million and $21.4 million, respectively. For the three and nine months ended September 30, 2024, post-combination stock-based compensation cost included in the stock-based compensation expense was $6.0 million and $26.2 million, respectively. As of September 30, 2025, unrecognized stock-based compensation cost related to outstanding unvested shares and warrants issued for business combinations that are expected to vest was $42.0 million, which is expected to be recognized over a weighted-average period of 2.1 years.

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

18. Earnings (loss) per share

The computation of earnings (loss) per share is as follows (in thousands, except per share amounts):


Table 18.1. Earnings (loss) per share
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	214,385	$	70,996	$	(202,924)	$	152,558



Less: Dividend preference on preferred shares	—		(70,996)		—		(91,044)
Less: Undistributed earnings allocated to preferred shares	—		—		—		(44,300)
Net income (loss) available to common stockholders - basic	$	214,385	$	—	$	(202,924)	$	17,214

Net income (loss)	$	214,385	$	70,996	$	(202,924)	$	152,558
Less: Changes in fair value of convertible debt and warrant liability	(44,788)		(7,933)		—		(8,986)
Less: Dividend preference on preferred shares	—		(63,063)		—		(90,363)
Less: Undistributed earnings allocated to preferred shares	—		—		—		(34,903)
Net income (loss) available to common stockholders - diluted	$	169,597	$	—	$	(202,924)	$	18,306

Weighted-average common shares – basic	229,895		54,553		132,422		54,309
Add: Weighted-average effect of dilutive securities	36,787		18,572		—		18,717
Weighted-average common shares – diluted	266,682		73,125		132,422		73,026

Earnings (loss) per common share:



Basic	$	0.93	$	0.00	$	(1.53)	$	0.32




Diluted	$	0.64	$	0.00	$	(1.53)	$	0.25

The outstanding securities that were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive are as follows (in thousands):


Table 18.2. Potentially Dilutive Securities
	Three Months Ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
Redeemable convertible preferred stock	—	139,761	—	139,761
Stock options and RSUs	104	—	35,413	—
Common stock in connection with business combinations	—	273	1,800	273
Convertible debt, net of debt discount	—	—	1,125	—
Warrants	—	—	1,248	—
Total	104	140,034	39,586	140,034

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

19. Accumulated other comprehensive income

Following is a summary of the changes in each component of accumulated other comprehensive income (in thousands):


Table 19.1. Accumulated Other Comprehensive Income
	Three Months Ended September 30,
	2025		2024

Beginning balance	$	15,366	$	4,179
Pre-tax change – Foreign currency translation adjustment	(642)		2,210
Pre-tax change – Unrealized (loss) gain on convertible notes – credit risk adjustment	15		943
Pre-tax change – Unrealized gain (loss) on available-for-sale securities	—		168
Tax effect	—		—
Total accumulated other comprehensive income, net of tax	$	14,739	$	7,500


Table 19.2. Accumulated Other Comprehensive Income
	Nine Months Ended September 30,
	2025		2024

Beginning balance	$	3,644	$	4,929
Pre-tax change – Foreign currency translation adjustment	11,151		1,602
Pre-tax change – Unrealized (loss) gain on convertible notes – credit risk adjustment	(63)		1,034
Pre-tax change – Unrealized gain (loss) on available-for-sale securities	—		(65)
Tax effect	7		—
Total accumulated other comprehensive income, net of tax	$	14,739	$	7,500

20. Prepaid expenses and other current assets

Prepaid expenses and other current assets includes the following (in thousands):


Table 20.1 Details of Prepaid Expenses and Other Current Assets
	September 30, 2025		December 31, 2024
Reserve income receivable	$	221,529	$	138,889
Prepaid expenses	21,006		15,602
Deferred offering costs	—		4,235
Digital financial assets	537		14,328
Income tax receivable	68,411		8,507
Other	9,860		5,967
Total prepaid expenses and other current assets	$	321,343	$	187,528

CIRCLE INTERNET GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

21. Accounts payable and accrued expenses

Accounts payable and accrued expenses includes the following (in thousands):


Table 21.1 Details of Accounts Payable and Accrued Expenses
	September 30, 2025		December 31, 2024
Accrued distribution costs	$	127,103	$	83,318
Stablecoin redemptions in transit	34,788		118,074
Accrued expenses	87,895		70,314
Accounts payable	1,104		5,505
Income taxes payable	1,128		678
Other payables	16,937		9,118
Total accounts payable and accrued expenses	$	268,955	$	287,007

22. Commitments and contingencies

Legal matters

The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the unaudited condensed consolidated financial statements.

The Company is in a dispute with a financial advisor regarding advisory fees related to engagement letters between the parties. In 2022, the Company’s Board of Directors passed resolutions terminating the engagement letters. The financial advisor has subsequently asserted that the terminations of the engagement letters are ineffective and has demanded fees and interest for various transactions. The Company believes it has properly and effectively terminated the engagement letters with the financial advisor, and strenuously disputes the financial advisor’s demand for any fees in connection with the transactions, which have all been conducted without the financial advisor’s assistance. On May 28, 2024, the financial advisor filed a lawsuit regarding the dispute. The Company does not believe that the outcome of the dispute at this point can be reasonably quantified or estimated.

Commitments and other contingencies

Current tax rules related to stablecoins require significant judgments to be made in interpretation of the law, including but not limited to the withholding tax, income tax and information reporting. Additional guidance may be issued by U.S. and non-U.S. governing bodies that may significantly differ from the Company’s interpretation of the law, which could have unforeseen effects on our financial condition and results of operations, and as a result, the related impact on our financial condition and results of operations is not estimable but could be material.

23. Subsequent events

In October 2025, certain holders of the Company’s convertible notes converted their principal and accrued interest balance of $11.0 million into approximately 675 thousand shares of Class A common stock at a conversion rate of $16.23 per share. The fair value of the notes converted in October 2025 was approximately $88.8 million, substantially all of which was recorded to additional paid-in capital upon conversion.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this Form 10-Q. In addition to historical information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, particularly in the “Risk Factors” section.

Overview

Founded in 2013, Circle’s mission is to raise global economic prosperity through the frictionless exchange of value. We intend to connect the world more deeply by building a new global economic system on the foundation of the internet, and to facilitate the creation of a world where everyone, everywhere can share value as easily as we can today share information, content, and communications.

Since inception, we have relentlessly pursued our mission and vision, building fundamental technology for the internet financial system. We have forged paths toward mainstream acceptance through persistent and active engagement with policymakers and regulators globally, and have seen institutional and consumer knowledge and acceptance of internet-native financial assets approach critical mass. Large and influential players in the incumbent financial services system are increasingly embracing digital assets broadly and stablecoins specifically.

Circle’s innovative products reach tens of millions of end-users, power thousands of businesses, and, as of September 30, 2025, USDC has been used for over $41.4 trillion in onchain transactions. While we have made strong progress in our pursuit of our mission and vision over the past decade, we believe the internet financial system is in its infancy with decades of growth and innovation ahead.

Our Business Model

We believe that we are well positioned to capitalize on the development of the internet financial system and the reimagining of how money works in the world. The future of money is open, transparent, and digital, and we are at the center of this transformation.

Our business model is driven by the growth of the Circle stablecoin network, which comprises our stablecoin infrastructure, our banking and reserve management infrastructure, our blockchain infrastructure, and our Developer Services application platform, as well as all the end-users who are active on our platform and benefit from our underlying technology. We continually invest in growing the Circle stablecoin network:

•We promote distribution and adoption of Circle stablecoins through partnerships with large, leading financial and technology-focused institutions with large consumer customer bases.

•We expand our reach by broadening the accessibility of our network, such as by building global on- and off-ramps from fiat banking providers that permit Circle Mint customers to move their funds between fiat and Circle stablecoins, enabling efficient utilization of Circle stablecoins globally.

•We support the building of new applications on our platform by providing end-to-end tools and operational infrastructure that make it easier for developers to abstract away the technology intricacies of building apps on blockchain networks. These tools, such as CCTP and Circle Gas Station, lower the barriers to entry for developers and end-users, and support innovation on our network. Importantly, many of these tools are open source and permit developers to build on our network regardless of whether they have an existing Circle relationship, which helps fuel the growth of the Circle stablecoin network.

•We stimulate increased activity on the Circle stablecoin network by encouraging the growth of the broader Web3 ecosystem and by introducing new products and services, which enable end-users to leverage the benefits inherent in the internet financial system: transparency, increased velocity, and reduced cost, all with the programmability of money. In addition to products that we introduce ourselves, third-party-developed applications add to activity on our platform.

•We seek to expand our footprint to new markets, encouraging global adoption of our technology and products. We do so with a regulatory-first posture, obtaining appropriate licenses as needed.

The way that we monetize our network has shifted over time, and continues to evolve. Our key product offerings are as follows:

Circle Stablecoins

Core to our network are USDC and EURC, our regulated U.S. dollar- and euro-denominated stablecoins. We launched USDC in 2018, which is the world’s largest regulated payment stablecoin as measured by the amount of stablecoins in circulation. USDC makes the dollar digitally available via the internet, taking advantage of the internet’s capabilities, transparency, speed, and efficiency. In June 2022, we launched EURC utilizing the same underlying infrastructure. In July 2024, Circle Internet Financial Europe SAS achieved compliance with Markets in Crypto-Assets Regulation (MiCAR), a comprehensive European Union law that establishes a harmonized framework for crypto assets and related services across its member states.

Stablecoins act as the bridge between the fiat and digital assets ecosystems. We believe the ability of Circle Mint customers to quickly and confidently move from fiat to Circle stablecoins is essential to the growth of the Circle stablecoin network. The volume of USDC minted and redeemed demonstrates the scale and resiliency of the banking infrastructure supporting our on- and off-ramps between the digital asset and fiat ecosystems.

Below is a summary of USDC minted and redeemed for each of the periods presented. EURC minting and redemption was immaterial for the periods presented. For our calculation of USDC in circulation, see “—Key operating and financial indicators—USDC in circulation and average USDC in circulation”,


	Three months ended September 30,				Nine months ended September 30,
(in millions)	2025		2024		2025		2024
USDC in circulation, beginning of period	$	61,333	$	32,241	$	43,857	$	24,412
USDC minted	79,680		34,963		175,076		101,949
USDC redeemed	(67,264)		(31,735)		(145,184)		(90,892)
Net increase in USDC in circulation	12,416		3,228		29,892		11,057
USDC in circulation, end of period	$	73,749	$	35,469	$	73,749	$	35,469

All Circle stablecoins minted and outstanding are backed by at least an equivalent amount of fiat currency-denominated reserve assets that are held in accounts that are titled FBO holders of Circle stablecoins with leading financial institutions. Laws, regulations, and our operating policies are designed to ensure the capital preservation and liquidity of these reserve assets. USDC reserves are limited to cash balances held at banks and the Circle Reserve Fund. See “—Liquidity and capital resources—Composition of USDC reserves” for additional information regarding the Circle Reserve Fund.

Circle earns reserve income on the reserve assets backing USDC in circulation, historically at interest rates close to the prevailing SOFR during the applicable periods. We term the rate of return generated on assets held in reserve as the “reserve return rate”. See “—Key operating and financial indicators” for the calculation of reserve return rate. The reserve income that we generate is a function of USDC in circulation over a given period and the reserve return rate. Reserve income was 96.1% and 96.3% of Circle’s total revenue in the three and nine months ended September 30, 2025, respectively. Reserve income was 99.9% and 99.0% of Circle’s total revenue in the three and nine months ended September 30, 2024, respectively.


Reserve Return Rate
(in percentages)	Reserve Return Rate	Quarterly Avg. SOFR	Quarterly Avg. 3Mo T-Bill
1Q24	5.13	5.31	5.23
2Q24	5.17	5.32	5.25
3Q24	5.11	5.28	5.00
4Q24	4.49	4.68	4.40
1Q25	4.16	4.33	4.21
2Q25	4.14	4.32	4.23
3Q25	4.15	4.33	4.10

Other products

In addition to Circle stablecoins, we continue to expand product offerings that benefit from and support the growth of the Circle stablecoin network. Our other products contributed between 0.1% and 3.9% of Circle’s total revenue in both the three and nine months ended September 30, 2025 and 2024, respectively. We believe these and other new product offerings will contribute to the growth of the Circle stablecoin network, and over time drive a flywheel of growth that has been the hallmark of successful internet-driven networks. We also expect growth in our network to drive increases in USDC in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile. These offerings include:

Arc

Arc is an open Layer-1 blockchain purpose-built to unite programmable money and onchain innovation with real-world economic activity. Arc is designed for compatibility to multiple forms of digital money and tokenized value and will provide stablecoin issuers and builders with a robust environment to launch, collaborate, and scale.

Circle Payments Network

Circle Payments Network (CPN) is an innovative platform for financial institutions to use stablecoins for payments. CPN connects financial institutions to enable faster, lower-cost, and more transparent, real-time cross-border payments using USDC, EURC, and other regulated payment stablecoins.

Developer Services

Our Developer Services products include an array of developer-ready and enterprise-grade infrastructure services that developers can plug into their own applications. These solutions can be delivered via API to companies seeking to introduce developer capabilities to their customer bases. Examples of products we have recently launched include Circle Wallets, Circle Contracts, Circle Paymaster, and CCTP.

We have developed and continue to develop additional features for our Circle Wallets, including our gas fee infrastructure, a collection of blockchain network infrastructure and open-source smart contracts that streamlines the end-user experience by supporting the payment of transaction fees on supported blockchains in USDC, thus removing the need to pay fees in each blockchain’s native token.

CCTP is a permissionless protocol that enables USDC to flow natively across supported blockchains and provides interoperability to blockchains that have historically been siloed due to incompatible protocols and supported tokens. CCTP empowers developers to offer greater utility in their applications by seamlessly operating across different blockchain networks.

Integration Services

We earn integration services and maintenance revenue by connecting and integrating Circle products such as USDC across blockchain networks. In exchange for a fee, we assist third-party public blockchains with the implementation of Circle stablecoins, the integration of Circle Mint and maintenance related to the Circle stablecoin network on their blockchains.

Tokenized Funds

As a result of our acquisition of Hashnote in January 2025, we issue USYC—a leading TMMF. We believe that by integrating USYC with our existing infrastructure, we can enhance its interoperability across multiple public blockchains and enable near-instantaneous conversion with Circle stablecoins, allowing traders to hold their assets or pledge collateral in TMMFs while accruing yield and then be able to near-instantaneously convert into stablecoins, which can be used to purchase other digital assets.

We believe that these tools greatly improve the quality of applications on our network, providing value both to the network effect that drives our growth by attracting end-users as well as to the developers that avail themselves of these offerings. We believe we can further monetize these services in the future as we continue to develop and scale them.

Liquidity Services

To facilitate the needs of Circle Mint and our other customers we offer services to provide liquidity on a near instant basis. We earn fees associated with the redemptions of Circle stablecoins in excess of preestablished limits. Additionally, we earn fees associated with the redemption of USYC with Circle stablecoins, providing a unique redemption option for customers that require instant liquidity.

We believe that these products, services, and tools greatly improve the quality of applications on our network, providing value both to the network effect that drives our growth by attracting end-users as well as to the developers that avail themselves of these offerings. We believe we can further monetize these services in the future as we continue to develop and scale them.

Discontinued products

As we continue to focus on our core strategy of growing the Circle stablecoin network, we have discontinued certain products that we deemed as non-core to our business. Together, these products contributed less than 1% of total revenue in both the three and nine months ended September 30, 2025 and 2024, and we do not anticipate them to impact our future financial or operating performance.

Transaction Services

Transaction Services related to the processing of USDC-native payments, payouts to sellers, vendors, or end-users, ledger management, and safekeeping services. In this capacity, we operated as a payment facilitator, processing credit and debit card transactions primarily for Web3 merchants. We completed the depreciation of these services in 2024.

Key Factors Affecting Operating Results

The growth and success of our business as well as our financial condition and operating results have been, and will continue to be affected by a number of factors, including:

Growth of the internet financial system

The internet financial system is built on blockchain infrastructure, and represents a fundamental shift that we believe will result in a profound change to the existing financial system by materially improving efficiency, reducing costs, expanding accessibility, and accelerating innovation. While the internet financial system has grown rapidly, it remains in its infancy and is very small relative to the legacy financial system. We believe we are well positioned to be among the winners in this emerging, transformative space, and we expect increased adoption and expansion of the internet financial system to be a key driver of growth in all our products and services, and hence of our overall financial performance.

Adoption of stablecoins as the core means of value exchange within the internet financial system

We believe stablecoins are the core facilitator of value exchange in the internet financial system. As of September 30, 2025, there were approximately $253.9 billion of U.S. dollar fiat-backed stablecoins with circulation above $100 million, according to CoinMarketCap, representing a 59% growth from September 30, 2024. We believe that we are poised to lead the way in driving the growth of stablecoins, with our trusted brand, regulation-first posture, robust scalable infrastructure, institutional-grade safety and soundness, and $73.7 billion of USDC in circulation across 6.3 million MeWs as of September 30, 2025. We stand to benefit as the adoption of stablecoins and the internet financial system increase, due not only to the growth in circulation of Circle stablecoins but also due to the Circle stablecoin network that we have developed. The following chart provides an overview of MeWs at quarter end for the periods presented.


MeWs
(in thousands)						MeWs
3Q24						3,578
4Q24						4,264
1Q25						4,883
2Q25						5,660
3Q25						6,336

Expanding global awareness and distribution of USDC as a leading stablecoin network

Access to the internet financial system transcends boundaries and borders. The growing international interest in both internet-based financial services broadly—and the Circle stablecoin network specifically—is a driver of our business. Our efforts to expand awareness and distribution of USDC follow a multi-pronged approach. We intend to continue expanding our global reach by obtaining regulatory licenses and registrations in additional jurisdictions, collaborating with strategic partners, and expanding our blockchain interoperability. We also intend to continue to invest in expanding awareness and distribution of Circle stablecoins in international markets, including through initiatives such as sponsored webinars, content sponsorship, event sponsorship, and traditional advertising (e.g., search engine marketing/retargeting), to further enhance our growth. Beyond our dedicated awareness initiatives, we continue to strive to make the Circle stablecoin network the most widely available and easy to use globally by integrating into many major blockchain protocols, which we believe will enhance both demand and distribution of Circle stablecoins. We expect increased awareness and interest in Circle stablecoins, including both increasing penetration among our existing markets and expansion into new markets, to positively impact our performance.

Strategic partnerships fostering the Circle stablecoin network

Another core facet of our strategy is to complement our products and services with enterprise-level strategic commercial partnerships, with the goal of driving growth in the distribution and adoption of Circle stablecoins. Through these partnerships, we enable companies to offer internet-native financial services to their own customers, to the benefit of our overall network. In addition to our international partnerships with major consumer and technology brands, we partnered with Visa to enable the use of USDC within its payments network, and with MoneyGram to support the use of USDC for global remittances on the Stellar blockchain, among others. These partnerships are still in early stages, but we expect that they will contribute meaningfully to our operating and financial performance over time. We have also partnered with Coinbase to provide seamless access within its platform to convert between fiat currency and USDC and with Binance to make USDC more extensively available across its full suite of products and services and adopt USDC as a dollar stablecoin for its corporate treasury. We plan to continue to enter into strategic partnerships like these to expand our product offerings and amplify the network effect inherent in our business. In addition, we may enter into such arrangements where we incentivize the use of USDC and participate in the ecosystem. We believe each of these partnerships helps to foster broader access to Circle stablecoins and the internet financial system. These partnerships enable awareness and access of the Circle stablecoin network by new end-users who may otherwise not directly be reached, while benefiting existing end-users by expanding the opportunities for internet-based commerce. We expect these partnerships will drive greater circulation, adoption, and use of Circle stablecoins over time.

Growth in new products and services

We believe we have a sizable opportunity to grow our business through the introduction of new products and services. Our blockchain infrastructure and Developer Services provide platforms upon which third-party software developers can build and create their own products and financial applications. For example, we launched our CCTP V1 offering in early 2023 and have already seen significant growth. In early 2025, we launched CCTP V2, a fast version of CCTP that accrues revenue when a customer elects the fast transfer feature. As of September 30, 2025, CCTP V1 and CCTP V2 enabled 380 routes and handled approximately $88.8 billion in transfers. In the third quarter of 2025, CCTP represented nearly 50% of all bridged volume of all assets across major bridge providers. In April 2025, we announced the Circle Payments Network (CPN) to connect financial institutions – banks, neo-banks, payment service providers, virtual asset service providers and digital wallets – and enable real-time settlement of cross-border payments using regulated stablecoins. In August 2025, we introduced Arc, a new open Layer-1 blockchain engineered for enterprise adoption. We continue to develop our blockchain infrastructure and Developer Services products, facilitating the development of new third-party products for the internet financial system, which we expect will in turn increase demand for Circle stablecoins and serve as a critical driver to the growth of our network. We anticipate that the products developed on our platform will drive new sources of revenue, including network service fees and additional Developer Services fees.

Interest rate fluctuations

We derive the majority of our revenue from reserve income. Fluctuations in interest rates impact reserve return rates, such that a decrease in interest rates reduces reserve return rates and an increase in interest rates increases reserve return rates. Reserve return rate is a contributing factor to reserve income. As such, fluctuations in interest rates may result in changes in reserve income. However, interest rates are only one contributor to reserve income, and the other primary contributor—USDC in circulation—is inherently difficult to predict given the uncertainties in end-user and customer behavior. For example, although interest rates are positively correlated with the opportunity cost of holding USDC versus other financial instruments, given the utility of USDC as a means for the exchange of value, an increase in interest rates does not necessarily result in a decrease in USDC in circulation (and vice versa). Any relationship between interest rates and USDC in circulation is complex, highly uncertain, and unproven. As a result, while we are able to predict the impact of interest rate changes on the reserve return rate, given uncertainties in end-user and customer behavior and interests and market dynamics, we are unable to accurately predict the impact of such changes on reserve income.

Distribution costs

Our distribution costs have a meaningful impact on our financial performance. Prior to August 2023, distribution costs were primarily a function of (i) the amount of USDC distributed by Circle and Coinbase and (ii) the amount of USDC held on each respective party’s platform. Specifically, we shared any revenue generated from USDC reserves pro rata based on the amount of USDC distributed by each respective party and the amount of USDC held on each respective party’s platform in relation to the total amount of USDC in circulation. In August 2023, we and Coinbase entered into a Collaboration Agreement, under which we make payments to Coinbase for its role in the distribution of USDC and growth in the USDC ecosystem. These payments are determined based on the daily income generated from the reserves backing USDC, less the management fees charged by non-affiliated third parties for managing such reserves (such as asset management and custody fees) and certain other expenses, which is referred to as the “payment base.” From this payment base, (i) we retain a portion ranging from an annualized low-double-digit basis point to high tenth of a basis point based on the amount of USDC in circulation on such day, in consideration of our role as stablecoin issuer and which is designed to partially reimburse us for indirect costs of issuing stablecoins and the management of the associated reserves, such as maintaining our accounting, treasury, regulatory, and compliance functions (the “issuer retention”), (ii) we and Coinbase each receive an amount equal to the remaining payment base multiplied by the percentage of such stablecoin that is held in the applicable party’s custodial products or managed wallet services at the end of such day, and (iii) after deducting amounts payable to other approved participants in the USDC ecosystem, Coinbase receives 50% of the remaining payment base. As a result, the greater the proportion of USDC in circulation held on Coinbase’s platform, the greater the proportion of reserve income payable to Coinbase. Conversely, the greater the proportion of USDC in circulation held on our platform or held outside of Circle and Coinbase platforms, the smaller the proportion of reserve income payable to Coinbase. As a result, distribution costs are impacted by the actions and policies of Coinbase and their effects on the amount of USDC in circulation held on Coinbase’s platform, which we do not control or oversee. As of September 30, 2025 and 2024, the percentage of USDC in circulation held on Circle’s platform was approximately 14% and 2%, respectively; based on information provided to us by Coinbase, the percentage of USDC in circulation held on Coinbase’s platform was approximately 24% and 23%, respectively; and the percentage of USDC in circulation held outside Circle’s and Coinbase’s platforms was approximately 62% and 75%, respectively.

For the nine months ended September 30, 2025 and 2024, the daily weighted-average percentage of USDC in circulation held on Circle’s platform was approximately 9% and 2%, respectively; based on information provided to us by Coinbase, the daily weighted-average percentage of USDC in circulation held on Coinbase’s platform was approximately 22% and 17%, respectively; and the daily weighted-average percentage of USDC in circulation held outside Circle’s and Coinbase’s platforms was approximately 69% and 81%, respectively. In addition, we and Coinbase may agree to pay a portion of the residual payment base to approved participants to incentivize the circulation of stablecoins, which may impact our distribution costs. We have added and expect to continue to add additional distributors in the future and anticipate that such distribution contracts may have different commercial terms depending on negotiations with our distributors and the circumstances in our evolving industry.

Government regulation

At Circle, we have always had a “regulation-first” philosophy that underlies our operations and has led to significant investments in building a robust compliance infrastructure. However, the laws and regulations to which we are subject are rapidly evolving and increasing in scope. As a result, we monitor regulatory changes closely and we expect to continue to invest significant resources in our legal, compliance, product, and engineering teams to ensure our business practices comply with, and plan and prepare for, current and future regulations.

Certain major economies across the globe (such as the United States, European Union, Hong Kong, Japan, and Singapore) have passed national laws regulating stablecoins. Other leading economies (such as the United Arab Emirates) are actively considering comprehensive rules to integrate stablecoins into their financial system. Notably, the United States has recently enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 Act (the “GENIUS” Act), marking a significant milestone in the establishment of a clear regulatory framework for stablecoins. This legislation is expected to provide increased certainty for market participants and accelerate institutional adoption. We believe increased global regulatory clarity will result in increased conviction in stablecoins by consumers and enterprises alike, which will drive adoption in using stablecoins as digital currencies. We believe these trends will naturally increase the growth of the Circle stablecoin network as the leading regulatorily compliant player in the space.

Significant Transactions

Initial Public Offering

In June 2025, the Company completed its IPO, in which the Company issued and sold 19.9 million shares of its Class A common stock at a public offering price of $31.00 per share, which resulted in net proceeds to the Company of $583.0 million after deducting the underwriting discounts and commissions and before deducting offering costs of $12.8 million.

In connection with the IPO, all shares of our outstanding redeemable convertible preferred stock automatically converted into a total of 139.8 million shares of Class A common stock, and a total of 19.6 million shares of Class A common stock held by our co-founders and certain entities controlled by our co-founders were converted into an equivalent number of shares of Class B common stock.

Certain of our restricted stock units granted to employees included both a service condition and a liquidity-event related performance condition. The performance condition related to these awards was met upon the commencement of trading of our Class A common stock on the NYSE, and the Company recognized $423.8 million of stock-based compensation expense, net of $62.7 million of capitalized costs related to internally developed software, for the vesting of approximately 9.5 million shares of Class A common stock, 4.0 million of which were withheld for tax withholding requirements.

Follow-on Public Offering

Hashnote Acquisition

In January 2025, we acquired 100% of the ownership interest in Hashnote, which, through its affiliates, is the fund manager of SDYF, a TMMF and the issuer of USYC. The fair value of consideration transferred for the Hashnote Acquisition was approximately $100.1 million, subject to customary adjustments, consisting of $10.2 million in cash and approximately 2.9 million shares of our Class A common stock.

Key Operating and Financial Indicators

We regularly review several key operating and non-GAAP financial indicators to evaluate our performance and trends and inform management’s budgets, financial projections, and strategic decisions. The following table presents our key operating and financial indicators, as well as the relevant GAAP measures, for the periods indicated:

CCTP


(in millions, except reserve return rate, daily weighted-average percentage of USDC on platform and stablecoin market share)	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Key operating data:
USDC in circulation, end of period	$	73,749		$	35,469		$	73,749		$	35,469
Average USDC in circulation	$	67,842		$	34,475		$	61,069		$	31,757
Reserve return rate	4.2		%	5.1		%	4.2		%	5.1		%
USDC on platform, end of period	$	10,234		$	743		$	10,234		$	743
Daily weighted-average percentage of USDC on platform	13.5		%	1.8		%	8.9		%	2.1		%
USDC minted	$	79,680		$	34,963		$	175,076		$	101,949
USDC redeemed	$	67,264		$	31,735		$	145,184		$	90,892
Stablecoin market share, end of period	29		%	23		%	29		%	23		%
Meaningful Wallets, end of period	6.34			3.58			6.34			3.58
GAAP financial data:
Total revenue and reserve income	$	740		$	446		$	1,976		$	1,241
Net income (loss) from continuing operations	$	214		$	71		$	(203)		$	153
Non-GAAP financial data:
Adjusted EBITDA (1)	$	166		$	93		$	415		$	252

(1) See “Non-GAAP Financial Measures” for reconciliation of Adjusted EBITDA to net income (loss) from continuing operations.

USDC in circulation and average USDC in circulation

USDC in circulation is the total amount of USDC minted and outstanding as of the end of the reporting period. Average USDC in circulation is calculated as the simple daily average of USDC in circulation, with the daily USDC in circulation determined at the end of each day. In each case, we exclude:

•“tokens allowed but not issued,” which are tokens that exist on the Algorand, Hedera, Polkadot, and Solana blockchains due to the technical implementation of USDC on those blockchains. These tokens are held by us in restricted, segregated “tokens allowed but not issued” blockchain addresses. We do not receive any funds for their creation, and they are not redeemable for the U.S. dollar. These tokens are restricted for use while held in such blockchain addresses. These tokens cannot be redeemed for the U.S. dollar as the private keys are securely controlled by us and the blockchain addresses are not configured to allow redemption requests to be established by Circle Mint. When a minting request is received for USDC on these blockchains and the funds underlying such request is received, the corresponding amount of “tokens allowed but not issued” is transferred from the segregated “tokens allowed but not issued” addresses to the minting address via a system controlled process administered by us, at which point the tokens are considered to be USDC in circulation.

•“access denied tokens,” which are tokens that are restricted from being accessed by the holder to comply with a law, regulation, or legal order from a duly recognized and authorized court of competent jurisdiction, or governmental or other authority with jurisdiction over the Company. When these tokens were originally issued (i.e., before they were restricted from being accessed), we received the equivalent amount of fiat currency in connection with their original minting. Upon determination that a token should be an “access denied token,” we restrict the access of the holder to such token and transfer the reserves relating to such token to a segregated bank account specifically for “access denied tokens.” The assets in such segregated bank account constitute a component of USDC reserves, and we do not extinguish the associated liability until the segregated reserve funds are transferred to the relevant law enforcement agency or government body or until the access denial request is reversed and a subsequent redemption request is made by the stablecoin holder. As of September 30, 2025 and 2024, there were $114.3 million and $86.6 million of “access denied tokens,” respectively.

•“pending burns”, which are USDC balances held within Circle smart contracts that are pending finalization on the blockchain.

We exclude these tokens because these tokens are not used for transactions or subject to smart contract restrictions and thus do not reflect the Circle stablecoin ecosystem’s breadth, which as noted below, is the principal purpose for which we present USDC in circulation and average USDC in circulation.

USDC in circulation and average USDC in circulation include corporate-held USDC (i.e., USDC held by us), as we routinely use USDC to pay for distribution, transaction, and other costs as well as operating expenses and thus corporate-held USDC contributes to the Circle stablecoin ecosystem’s breadth, which as noted below, is the principal purpose for which we present USDC in circulation and average USDC in circulation. As of September 30, 2025 and December 31, 2024, there was $837.1 million and $294.5 million of corporate-held USDC, respectively.

USDC in circulation and average USDC in circulation are major contributing factors to our reserve income and also provide a measure of the Circle stablecoin ecosystem’s breadth. We expect that the continued growth and development of the internet financial system will further drive increases in USDC in circulation and average USDC in circulation.

Reserve return rate

Reserve return rate is the rate of return generated on assets held in reserve. Reserve return rate is calculated as our reserve income divided by the average period balance of reserves segregated for the benefit of holders of Circle stablecoins, with average period balance of reserves segregated for the benefit of holders of Circle stablecoins measured as the simple daily average of reserves segregated for the benefit of holders of Circle stablecoins, with daily average of reserves segregated for the benefit of holders of Circle stablecoins determined at the end of each day. Reserve return rate is a major determinant of our reserve income.

USDC on platform and daily weighted-average percentage of USDC on platform

USDC on platform is defined as the total amount of USDC on Circle’s platform, which includes USDC held within Circle Mint accounts, corporate-held USDC, and USDC held within non-custodial wallets offered through the Circle platform (including Circle’s managed wallet services such as Circle Wallets and other wallet technologies). USDC on platform provides a measure of the Circle platform’s breadth and is also used to calculate Circle’s share of reserve income under the Collaboration Agreement.

Daily weighted-average percentage of USDC on platform is defined as the average of the percentage of USDC in circulation that is held on Circle’s platform at the end of each day, weighted based on the amount of USDC in circulation at the end of each day. Percentage of USDC on platform at the end of each day is used to calculate Circle’s share of reserve income under the Collaboration Agreement.

USDC minted / USDC redeemed

USDC minted / USDC redeemed measures USDC on-ramp activity (i.e., flow of U.S. dollar fiat converted to USDC) and off-ramp activity (i.e., flow of USDC converted to U.S. dollar fiat) initiated by Circle Mint customers. We believe this demonstrates our operational capacity and resiliency to process minting and redemptions through our digital and banking infrastructure. USDC minted / USDC redeemed do not represent the amount of USDC acquired or redeemed by end-users.

Stablecoin market share

Stablecoin market share is defined as the amount of USDC in circulation as a percentage of the total U.S. dollar fiat-backed stablecoins with circulation above $100 million (i.e., digital assets pegged to the value of a fiat currency), according to CoinMarketCap. Stablecoin market share reflects how much of the stablecoin market is composed of USDC relative to the competitive landscape. Since 2021, Circle has been the second-largest issuer of U.S. dollar fiat-backed stablecoins as measured by the amount of stablecoins in circulation, and as of September 30, 2025, Circle holds a 29% stablecoin market share.

Meaningful Wallets

MeWs are defined as the number of onchain digital asset wallets with an amount of USDC above $10. As a single end-user may have multiple onchain digital asset wallets, MeWs do not represent, and we do not use MeWs as a measure of, the number of unique end-users with more than $10 of USDC. Nonetheless, we believe that MeWs is an indicator of the breadth of USDC’s adoption.

Adjusted EBITDA

Adjusted EBITDA, a non-GAAP financial measure, is calculated as net income (loss) from continuing operations excluding: depreciation and amortization expenses; interest expense, net of amortization of discounts and premiums; interest income; income tax expense (benefit); stock-based compensation expense; certain legal expenses; realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and strategic investments; realized (gains) losses on available-for-sale debt securities; impairment losses on strategic investments; restructuring expenses; acquisition-related costs; change in fair value of convertible debt, warrant liability, and embedded derivatives; losses on sale of long-lived assets; and foreign currency exchange (gain) loss. Adjusted EBITDA is a key measure used by our management and board of directors to monitor and evaluate the growth and performance of our business operations, facilitate internal comparisons of the historical operating performance of our business operations, facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures or operating histories, review and assess the performance of our management team and other employees, and prepare budgets and evaluate strategic planning decisions regarding future operating investments. See “—Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most closely comparable GAAP measure, and additional information about the limitations of our non-GAAP measures.

Key Components of Revenue and Expenses

Revenue and reserve income

Reserve income

We mint Circle stablecoins when we receive the corresponding fiat funds from Circle Mint customers, which are placed into accounts that are titled FBO holders of USDC and EURC, respectively. Similarly, upon receipt of a redemption request from a Circle Mint customer with respect to USDC or EURC in such customer’s account, we remove such stablecoins from such customer’s account and transfer the corresponding fiat funds from the segregated reserve accounts to such customer’s bank account. As required by MiCAR, end-users that are not Circle Mint customers may also redeem USDC or EURC directly from us after providing us with compliance information and supporting documentation by sending the tokens to a designated deposit address, at which point we transfer the corresponding fiat funds from the segregated reserve accounts to such end-user’s bank account (see “Glossary—The issuers of Circle stablecoins”). We earn interest and dividends on assets held in reserve accounts, which for the periods presented included cash balances held at banks, short-dated U.S. Treasury securities, and the Circle Reserve Fund, as applicable. Interest income is recognized under the effective interest method, and dividend income is recognized when declared. Reserve income is recorded on a gross basis before the impact of any distribution costs. An increase in the amount of Circle stablecoins in circulation (i.e., the amount of stablecoins minted is greater than the amount of stablecoins redeemed) would increase the amount of assets held in reserve accounts, and thus, assuming a constant reserve return rate, would result in increased reserve income. Conversely, a decrease in the amount of Circle stablecoins in circulation (i.e., the amount of stablecoins redeemed is greater than the amount of stablecoins minted) would decrease the amount of assets held in reserve accounts, and thus, assuming a constant reserve return rate, would result in decreased reserve income.

Other revenue

Other revenue consists of revenues generated from products and services that increase the utility of Circle stablecoins and related transactional or wallet infrastructure. The components of other revenue primarily include subscription and services revenue, transaction revenue and other revenues. Subscription and services consists of customer agreements where recurring revenue is generated from integration and maintenance services, fund management, time-based access, and user-based licensing. Transaction revenue is generated from usage-based, volume-based, or event-driven transactions. This includes fees associated with the redemption of Circle stablecoins and USYC, blockchain rewards revenue and use of Circle infrastructure in facilitating digital asset transactions. Other is primarily generated from fees associated with certain non-recurring services and discontinued legacy products.

Distribution, transaction, and other costs

Distribution costs

We incur distribution costs to incentivize distributors to use and distribute Circle stablecoins. Prior to August 2023, distribution costs were primarily a function of (i) the amount of USDC distributed by Circle and Coinbase and (ii) the amount of USDC held on each respective party’s platform. Specifically, we shared any revenue generated from USDC reserves pro rata based on the amount of USDC distributed by each respective party and the amount of USDC held on each respective party’s platform in relation to the total amount of USDC in circulation. In August 2023, we and Coinbase entered into a Collaboration Agreement, under which we make payments to Coinbase for its role in the distribution of USDC and growth in the USDC ecosystem. These payments are determined based on the daily income generated from the reserves backing USDC, less the management fees charged by non-affiliated third parties for managing such reserves (such as asset management and custody fees) and certain other expenses, which is referred to as the “payment base.” From this payment base, (i) we retain a portion ranging from an annualized low-double-digit basis point to high tenth of a basis point based on the amount of USDC in circulation on such day, in consideration of our role as stablecoin issuer (the “issuer retention”), (ii) we and Coinbase each receive an amount equal to the remaining payment base multiplied by the percentage of such stablecoin that is held in the applicable party’s custodial products or managed wallet services at the end of such day, and (iii) after deducting amounts payable to other approved participants in the USDC ecosystem, Coinbase receives 50% of the remaining payment base. The issuer retention is designed to partially reimburse us for indirect costs of issuing stablecoins and the management of the associated reserves, such as maintaining our accounting, treasury, regulatory, and compliance functions, which are generally recognized in various operating expenses including compensation expenses and general and administrative expenses in our unaudited Condensed Consolidated Statement of Operations. These deductions are accounted for as components of the overall arrangement with Coinbase as we are not providing a distinct service to issue stablecoins and manage the associated reserves. The Collaboration Agreement is accounted for as an executory contract and reflected in distribution and transaction costs in our unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30

Circle Internet Group, Inc. 10-Q