Circle Internet Group reports $864.89 million revenue for Q3 2026

Cover page 8 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter)

For the transition period from to

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

6 unchanged paragraphs

Title of each class Trading Symbol Symbol(s) Name of each exchange on which registered

8 unchanged paragraphs

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 Exchange Act: ☐

1 unchanged paragraph

As of July 30, October 29, 2026, the registrant had outstanding 234,685,190 237,492,044 , 19,190,691 19,061,060 , and nil of shares of Class A, Class B, and Class C common stock, respectively, each with a par value of $0.0001. $ 0.0001 .

Exhibits 3 changes

3 unchanged paragraphs

• "ARC token" is the native coordination asset of the Arc network under a Proof-of-Stake consensus mechanism.

4 unchanged paragraphs

• "Circle Digital Assets" are our digital assets, USDC, EURC, and USYC, and cirBTC, which serve as fundamental units of value for onchain economic coordination.

14 unchanged paragraphs

• "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 U.S. Treasury securities.

5 unchanged paragraphs

Unaudited condensed consolidated financial statements 8 changes

3 unchanged paragraphs

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements Of Operations

Condensed Consolidated Statements Of Cash Flows

Condensed C onsolidated Balance Sheets

Condensed C onsolidated Statements Of Operations

Condensed Consolidated Statements Of Comprehensive Income (Loss) 9

Condensed Consolidated C onsolidated Statements Of Changes In Redeemable Convertible Preferred Stock And Stockholders' Stockholder s' Equity

Condensed C onsolidated Statements O f Cash Flows

Notes to the financial statements 162 changes

3 unchanged paragraphs

Cash and cash equivalents $ 1,730,126 1,699,951 $ 1,526,046

Cash and cash equivalents segregated for corporate-held stablecoins 889,311 1,016,461 822,963

Cash and cash equivalents segregated for the benefit of stablecoin holders 73,161,172 73,574,857 75,067,932

1 unchanged paragraph

Restricted cash 12,806 2,792

Investments 103,757 84,265

Digital assets 106,539 86,515

Stablecoins receivable, net 5,540 —

Prepaid expenses and other current assets 283,578 334,448 321,660

Total current assets 76,169,618 76,699,229 77,801,467

Restricted cash 2,814 2,792

Investments 124,356 84,265

Digital assets 130,014 86,515

Intangible assets, net 446,577 446,352 411,146

Deferred tax assets, net 11,354 9,079 11,110

Other non-current assets 26,890 27,203 27,379

Total assets $ 77,165,460 77,725,939 $ 78,713,207

2 unchanged paragraphs

Deposits from stablecoin holders $ 72,927,544 73,451,092 $ 74,912,567

Accounts payable and accrued expenses 418,588 290,764 360,609

1 unchanged paragraph

Other current liabilities 256,021 73,479 18,398

Total current liabilities 73,602,153 73,815,335 75,328,395

1 unchanged paragraph

Deferred tax liabilities, net 28,495 27,228 28,702

Other non-current liabilities 24,837 19,488 25,337

Total liabilities $ 73,655,485 73,862,051 $ 75,382,434

5 unchanged paragraphs

Class A common stock ($ 0.0001 par value; 2.5 billion authorized as of June September 30, 2026 and December 31, 2025; 233.5 237.1 million and 223.6 million issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively)

Class B common stock ($ 0.0001 par value; 500.0 million authorized as of June September 30, 2026 and December 31, 2025; 19.2 19.1 million and 18.7 million issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively)

Class C common stock ($ 0.0001 par value; 500.0 million authorized as of June September 30, 2026 and December 31, 2025; nil issued and outstanding as of June September 30, 2026 and December 31, 2025)

Treasury stock at cost ( 4.6 4.5 million and 4.7 million shares held as of June September 30, 2026 and December 31, 2025, respectively)

Additional paid-in capital 4,693,986 4,823,113 4,610,216

Accumulated deficit ( 1,189,235 963,211 ) ( 1,292,709 )

Accumulated other comprehensive income 6,449 5,138 14,515

Total stockholders' equity attributable to common stockholders 3,508,582 3,862,460 3,329,327

7 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Reserve income $ 667,733 $ 634,274 $ 1,320,241 $ 1,192,185

Other revenue 33,582 23,804 75,207 44,466

Total revenue and reserve income 701,315 658,078 1,395,448 1,236,651

Reserve income $ 657,624 $ 711,241 $ 1,977,865 $ 1,903,426

Other revenue 207,264 28,518 282,471 72,984

Total revenue and reserve income 864,888 739,759 2,260,336 1,976,410

1 unchanged paragraph

Distribution and transaction costs 410,414 406,472 815,816 753,784

Other costs 2,056 470 3,435 805

Total distribution, transaction and other costs 412,470 406,942 819,251 754,589

Compensation expenses 133,999 503,392 272,126 579,012

General and administrative expenses 66,273 43,140 123,534 73,824

Depreciation and amortization expenses 29,896 14,209 56,663 28,089

IT infrastructure costs 16,359 8,760 29,081 16,432

Marketing expenses 8,657 7,910 15,274 11,770

Digital assets losses (gains) ( 698 ) ( 693 ) 158 5,577

Total operating expenses 254,486 576,718 496,836 714,704

Distribution and transaction costs 409,169 447,199 1,224,985 1,200,983

Other costs 2,465 413 5,900 1,218

Total distribution, transaction and other costs 411,634 447,612 1,230,885 1,202,201

Compensation expenses 124,130 129,295 396,256 708,307

General and administrative expenses 59,542 45,477 183,076 119,301

Depreciation and amortization expenses 34,169 23,002 90,832 51,091

IT infrastructure costs 17,919 9,401 47,000 25,833

Marketing expenses 11,318 5,623 26,592 17,393

Digital assets losses (gains) ( 2,158 ) ( 1,671 ) ( 2,000 ) 3,906

Total operating expenses 244,920 211,127 741,756 925,831

5 unchanged paragraphs

Less: Net loss attributable to noncontrolling interests ( 7 12 ) — ( 14 26 ) —

3 unchanged paragraphs

Diluted 268,637 107,514 267,940 82,877

Diluted 267,776 266,682 268,155 132,422

3 unchanged paragraphs

Net income (loss) attributable to common stockholders $ 48,221 $ ( 482,100 ) $ 103,474 $ ( 417,309 )

(in thousands) Three Months Ended June September 30, Six Nine Months Ended June September 30,

Net income (loss) attributable to common stockholders $ 226,024 $ 214,385 $ 329,498 $ ( 202,924 )

1 unchanged paragraph

Foreign currency translation adjustment, net of tax ( 1,945 1,264 ) 9,984 ( 8,117 642 ) 11,793 ( 9,381 ) 11,151

1 unchanged paragraph

Comprehensive income (loss) attributable to common stockholders $ 46,303 $ ( 472,103 ) $ 95,408 $ ( 405,587 )

Total other comprehensive income (loss), net of tax ( 1,945 1,264 ) 9,997 ( 8,117 627 ) 11,722 ( 9,381 ) 11,095

Less: other comprehensive income (loss) attributable to noncontrolling interests ( 27 ) 47 — ( 51 4 ) —

Total other comprehensive income (loss) attributable to common stockholders ( 1,918 1,311 ) 9,997 ( 8,066 627 ) 11,722 ( 9,377 ) 11,095

Comprehensive income (loss) attributable to common stockholders $ 224,713 $ 213,758 $ 320,121 $ ( 191,829 )

17 unchanged paragraphs

Net income (loss) — — — — — — — — — 55,253 — ( 7 ) 55,246

10 unchanged paragraphs

Net income (loss) — — — — — — — — — 48,221 — ( 7 ) 48,214

1 unchanged paragraph

Issuance of common stock upon exercise of stock options

Issuance of common stock upon settlement of restricted stock units, net of shares withheld — — 925 — 20 — — — ( 48,348 ) — — — ( 48,348 )

Issuance of common stock in connection with business combinations

Issuance of common stock in connection with private placement

Issuance of common stock under Employee Stock Purchase Plan, net of shares withheld

Provision for warrants in common stock

Re-issuance of treasury stock to Circle Foundation — — — — — — ( 67 ) 38 4,591 — — — 4,629

7 unchanged paragraphs

11 unchanged paragraphs

5 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 82 more changes in the filing

Note 1: Description of business 3 changes

2 unchanged paragraphs

We are building a full-stack internet financial platform business anchored by our stablecoin network, and organized around our reinforcing pillars — Arc and related developer infrastructure, Circle Digital Assets and related Services, and Circle Applications.

3 unchanged paragraphs

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 June September 30, 2026.

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, As a result, during the three and six months ended June 30, 2025, 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.

2 unchanged paragraphs

Note 2: Summary of significant accounting policies 14 changes

4 unchanged paragraphs

The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited 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 the 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, contingent liabilities, and the recognition and measurement of current and deferred income taxes, the fair value of convertible debt, and the fair value of stock-based awards issued prior to the IPO. 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 amounts or 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.

1 unchanged paragraph

Cash and cash equivalents are cash and short-term, highly liquid investments with original maturities of three months or less at the date of purchase. The Company holds certain U.S. Treasury securities included in Cash and cash equivalents and accounts for them as financial assets 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 securities. As of June September 30, 2026 and December 31, 2025, U.S. Treasury securities included in Cash and cash equivalents were $ 150.8 335.5 million and nil , respectively. Changes in the fair value of these U.S. Treasury securities are included in Other income (expense), net on the unaudited Condensed Consolidated Statements of Operations.

4 unchanged paragraphs

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 June September 30, 2026 and December 31, 2025, balances held in the Fund included in Cash and cash equivalents segregated for the benefit of stablecoin holders were $ 61.9 62.5 billion and $ 66.3 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 are included in Prepaid expenses and other current assets on the unaudited Condensed Consolidated Balance Sheets and dividend income is included in Reserve income on the unaudited Condensed Consolidated Statements of Operations.

The Company also holds certain U.S. Treasury securities outside of the Fund included in Cash and cash equivalents segregated for the benefit of stablecoin holders and Cash and cash equivalents segregated for corporate-held stablecoins and accounts for them as financial assets 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 securities. As of September 30, 2026 and December 31, 2025, U.S. Treasury securities included in Cash and cash equivalents segregated for the benefit of stablecoin holders and Cash and cash equivalents segregated for corporate-held stablecoins were $ 1.8 billion and nil , respectively. Changes in the fair value of these U.S. Treasury securities are included in Reserve income on the unaudited Condensed Consolidated Statements of Operations.

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 losses (gains) on the unaudited Condensed Consolidated Statements of Operations. Changes in fair value of digital assets held as investments are recognized in Other income (expense), net o n the unaudited Condensed Consolidated Statements of Operations . Gains and losses upon sale of digital assets are measured as the difference between the cash proceeds received 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 losses (gains), and realized gains and losses on digital assets held as investments are recorded to Other income (expense), net .

3 unchanged paragraphs

As of June September 30, 2026 and December 31, 2025, 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.

Intangible Assets, net

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. The Company's finite-lived intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and intangibles are also evaluated periodically to determine their remaining useful lives.

On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. The Company accounts for ARC tokens held as indefinite-lived intangible assets in accordance with ASC 350-30 General Intangibles Other Than Goodwill . ASC 350-60 Crypto Assets applies only to crypto assets that meet its scope criteria, including the criterion that they are not created or issued by the reporting entity or its related parties. The Company created and issued the ARC token, therefore it does not meet that criterion and is outside the scope of ASC 350-60 Crypto Assets .

6 unchanged paragraphs

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring promised goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. For performance obligations satisfied over time, we apply judgment to select a method that faithfully depicts our progress in transferring control of the promised goods or services to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those promised goods or services.

The Company recognizes revenue from contracts with customers when, or as it satisfies its obligation to customers. Services include Revenue from contracts with customers includes Subscription, Transaction and Other revenue. Reserve income, Treasury services income relating to Circle stablecoin lending services and Other interest income do not represent contracts with customers. Refer to Note 11 — Revenue Recognition for further details.

During the three months ended June 30, 2026, the Company entered into token purchase agreements with certain institutional investors to sell ARC tokens. Proceeds received from the ARC token presale are were initially recognized as deferred revenue. until The Company's performance obligations obligation under the token purchase agreements are satisfied. Upon satisfaction includes the mint and distribution of the performance obligations, proceeds will be ARC token and the enhancement of its functionality on the Arc network through transition to a Proof-of-Stake consensus mechanism. Revenue is recognized as Other revenue on the unaudited Condensed Consolidated Statements of Operations because the sale and distribution of ARC tokens are part of the Company's ongoing major or central operations. Refer to Note 11 — Revenue Recognition for further details.

4 unchanged paragraphs

The ESPP allows eligible employees the option to purchase shares of the Company's Class A common stock at a 15 % discount, over a series of offering periods through accumulated payroll deductions over the period. The ESPP also includes a look-back provision for the purchase price if the stock price on the purchase date is higher than the stock price on the first day of the offering period. The grant date of the initial offering period is was March 5, 2026 and will end ended on September 4, 2026. The current offering period began on September 5, 2026 and will end on March 4, 2027. Subsequent offering periods will be six months in length, from September 5 to March 4 and from March 5 to September 4 each year.

7 unchanged paragraphs

Note 3: Acquisitions and divestitures 2 changes

11 unchanged paragraphs

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 two 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 recognized in connection with the acquisition is not deductible for income tax purposes.

4 unchanged paragraphs

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 upon closing of the acquisition the Company recorded $ 7.8 million and $ 4.2 million to Other current liabilities and Other non-current liabilities , respectively, of which $ 2.4 6.6 million was paid as of June September 30, 2026. 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 are amortized over a period of two years from the time they were placed in service.

Note 4: Leases 17 changes

3 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

Operating lease cost $ 843 $ 834 $ 1,673 $ 1,672

Short-term lease cost $ 113 $ 165 $ 337 $ 332

Three months ended September 30, Nine months ended September 30,

Operating lease cost $ 1,759 $ 850 $ 3,432 $ 2,522

Short-term lease cost $ 673 $ 168 $ 1,010 $ 500

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Operating lease liabilities - current 3,722 $ 4,835 $ 2,686

Operating lease liabilities - non-current 12,229 12,383 11,978

Total operating lease liabilities $ 15,951 17,218 $ 14,664

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.

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Weighted-average discount rates 12.7 12.2 % 13.4 %

3 unchanged paragraphs

2026 (remaining 6 months) $ 2,188

2026 (remaining 3 months) $ 1,388

Total lease payments 24,512 25,400

1 unchanged paragraph

Total lease liabilities $ 15,951 17,218

Note 5: Intangible assets, net 22 changes

3 unchanged paragraphs

Acquired intangible assets Useful life (years) at acquisition

3 unchanged paragraphs

Patents and trade name 2 ~

Intangible assets, net consists of the following (in thousands):

1 unchanged paragraph

As of June September 30, 2026 Gross

3 unchanged paragraphs

Internally developed software $ 339,210 $ ( 210,867 ) $ 128,343 1.3

Internally developed software $ 372,066 $ ( 239,080 ) $ 132,986 1.4

4 unchanged paragraphs

Total intangible assets, net $ 674,349 707,205 $ ( 227,772 260,853 ) $ 446,577 446,352 carrying amount Accumulated amortization Intangible assets, net Weighted average remaining useful life (in years)

7 unchanged paragraphs

During the three months ended In June 30, 2026, the Company acquired blockchain technology in the form of patents for total consideration of $ 20.0 million. This resulted in the recognition of acquired intangible assets which are to be amortized over a period of 13 years.

1 unchanged paragraph

Three months ended June 30,

Six months ended June 30,

Internally developed software $ 25,683 $ 12,288 $ 49,345 $ 24,404

Acquired intangible assets 3,196 1,334 5,306 2,684

Amortization expense of intangible assets, which is included within Depreciation and amortization expense expenses on the unaudited Condensed Consolidated Statements of Operations, consists of the following (in thousands):

Table 5.3. Details of Amortization Expense of Intangible Assets

Three months ended September 30, Nine months ended September 30,

Internally developed software $ 28,217 $ 20,688 $ 77,562 $ 45,092

Acquired intangible assets 4,869 1,342 10,175 4,025

4 unchanged paragraphs

2026 (remaining 6 months) $ 61,462

2026 (remaining 3 months) $ 34,160

Total amortization expense $ 179,747 179,522

On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. Of this initial supply, a portion of ARC tokens relating to the ARC presale transactions conducted in May and June 2026 was subsequently distributed to (or held in escrow for the benefit of) investors.

The ARC tokens minted on September 14, 2026 were initially recorded at nil. ARC tokens retained by the Company are recognized as indefinite-lived intangible assets and their carrying amount is nil as of September 30, 2026.

Note 6: Fixed assets, net 4 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Total fixed assets 31,400 31,449 30,030

1 unchanged paragraph

Total fixed assets, net $ 22,177 21,150 $ 22,791

Depreciation expense was $ 1.0 1.1 million and $ 0.6 1.0 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 2.0 3.1 million and $ 1.0 2.0 million for the six nine months ended June September 30, 2026 and 2025, respectively, which is included within Depreciation and amortization expense expenses on the unaudited Condensed Consolidated Statements of Operations.

Note 7: Digital assets 17 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Hyperliquid 501,459 22,557 32,548 81,437 4,578 2,072

Canton Coin 384,446,370 379,921,930 $ 18,788 19,956 $ 54,306 47,987 367,760,063 $ 13,612 $ 56,028

Hyperliquid 504,210 22,749 45,880 81,437 4,578 2,072

Sui 4,086,013 8,888 2,821 4,098,935 8,898 4,765 3,838,405 8,599 5,385

Ether 1,718 4,398 2,700 1,728 4,455 4,637 1,747 4,529 5,188

1 unchanged paragraph

(1) Includes Circle-wrapped Bitcoin ( " cirBTC " ) as of June 30, 2026.

n.m. 27,569 9,683 32,530 23,696 n.m. 22,302 11,433

Total digital assets $ 84,697 93,335 $ 106,539 133,355 $ 55,875 $ 86,515

(1) Includes $ 3.3 million and nil of cirBTC as of September 30, 2026 and December 31, 2025, respectively, which are included in Prepaid expenses and other current assets on the unaudited Condensed Consolidated Balance Sheets.

2 unchanged paragraphs

As of June September 30, 2026, there are certain digital assets with a total fair value of $ 1.6 2.7 million subject to various time-based contractual sale restrictions ranging from July October 2026 until May 2030.

2 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

(Gains) losses on disposals of digital assets $ 79 $ ( 7 ) $ 79 $ ( 30 )

Total $ ( 698 ) $ ( 693 ) $ 158 $ 5,577

Three months ended September 30, Nine months ended September 30, (Gains) losses on disposals of digital assets $ ( 2,256 ) $ ( 24 ) $ ( 2,177 ) $ ( 54 )

Unrealized (gains) losses on changes in fair value of digital assets ( 777 ) 98 ( 686 1,647 ) 79 5,607 177 3,960

Total $ ( 2,158 ) $ ( 1,671 ) $ ( 2,000 ) $ 3,906

1 unchanged paragraph

Note 8: Investments 10 changes

1 unchanged paragraph

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 $ 103.8 124.4 million and $ 84.3 million as of June September 30, 2026 and December 31, 2025, 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.

4 unchanged paragraphs

Downward adjustments ( 1,621 )

Net investments and returns in privately held companies 13,301 34,776

Upward adjustments 8,126 8,303

Downward adjustments ( 3,141 )

1 unchanged paragraph

Balance as of June September 30, 2026 (1)

(1) Excludes $ 5.7 6.1 million of strategic investments not accounted for under the measurement alternative as of June September 30, 2026.

2 unchanged paragraphs

Upward adjustments 1,511 1,789

2 unchanged paragraphs

Balance as of June September 30, 2025 (1)

(1) Excludes $ 7.8 6.9 million of strategic investments not accounted for under the measurement alternative as of June September 30, 2025.

Note 9: Derivatives and embedded derivatives 15 changes

4 unchanged paragraphs

Investments - embedded derivatives $ 174 $ 899

Investments - derivatives $ 448 $ 473

June September 30, 2026 December 31, 2025

Investments - embedded derivatives $ 1,405 $ 899

Investments - derivatives $ 1,634 $ 473

3 unchanged paragraphs

Investments - derivatives $ 494 $ 582

June September 30, 2026 December 31, 2025

Investments - embedded derivatives $ 3,393 1,656 $ 1,153

Investments - derivatives $ 480 $ 582

3 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

Investments - derivatives and embedded derivatives $ 256 $ 1,209 $ ( 161 ) $ ( 4,131 )

Accounts receivable, net - embedded derivatives $ ( 2,836 ) $ ( 408 ) $ ( 3,997 ) $ ( 1,384 )

Three months ended September 30, Nine months ended September 30,

Investments - derivatives and embedded derivatives $ 2,489 $ 138 $ 2,328 $ ( 3,993 )

Accounts receivable, net - embedded derivatives $ ( 18,173 ) $ ( 1,178 ) $ ( 22,170 ) $ ( 2,562 )

Note 10: Fair value measurements 25 changes

3 unchanged paragraphs

(in thousands) June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Digital assets 106,539 — — 86,515 — —

1 unchanged paragraph

Total assets $ 63,509,903 $ 18,098 $ — $ 67,570,563 $ 21,314 $ —

Investments - derivatives and embedded derivatives (2)(3) (3)(4)

Accounts receivable, net - embedded derivatives (4) (5)

Total assets $ 65,807,142 $ 3,039 $ — $ 67,570,563 $ 21,314 $ —

2 unchanged paragraphs

(1) Included Includes $ 61.9 62.5 billion and $ 66.3 billion of Circle Reserve Fund as of June September 30, 2026 and December 31, 2025, respectively, and $ 150.8 million 2.1 billion and nil of U.S. Treasury securities as of June September 30, 2026 and December 31, 2025, respectively.

(2) Includes cirBTC of $ 3.3 million and nil as of September 30, 2026 and December 31, 2025, respectively, which are included in Prepaid expenses and other current assets on the unaudited Condensed Consolidated Balance Sheets.

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

(3) (4) Excluded the host contract balance of $ 3.4 1.7 million and $ 1.2 million as of June September 30, 2026 and December 31, 2025, respectively.

(4) (5) Excluded the host contract balance of $ 6.7 million nil and $ 4.0 million as of June September 30, 2026 and December 31, 2025, respectively.

2 unchanged paragraphs

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 matured on a maturity date of March 1, 2026. The note was convertible into Series E preferred stock prior to the IPO, and is was convertible into Class A common stock after the IPO. 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. In January 2026, the remaining holders of the Company's convertible notes converted their principal and accrued interest balance of $ 7.5 million into approximately 465 thousand shares of Class A common stock at a conversion rate of $ 16.23 per share. The fair value of the notes converted in January 2026 was approximately $ 39.4 million, substantially all of which was recorded to additional paid-in capital upon conversion. 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 income (expense), net on 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. 10.2. Changes in Carrying Value of Convertible Debt

6 unchanged paragraphs

Balance as of June September 30, 2026 $ —

1 unchanged paragraph

Net discount on convertible notes 420 642

1 unchanged paragraph

Balance as of June 30, 2025 $ 206,140

Fair value adjustment 164,591 107,338

Fair value adjustment – credit risk 78 63

Balance as of September 30, 2025 $ 149,094

1 unchanged paragraph

Volatility — % 44.8 %

Table 10.4. 10.3. Significant Unobservable Inputs

June September 30, 2026 December 31, 2025

Discount rate — % N/A 8.0 %

Volatility N/A 44.8 %

Risk-free rate — % N/A 3.7 %

2 unchanged paragraphs

Note 11: Revenue recognition 21 changes

3 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

Subscription and services 28,156 17,784 63,017 36,495

Transaction revenue 5,330 5,825 12,060 7,451

Other 96 195 130 520

Total other revenue 33,582 23,804 75,207 44,466

Three months ended September 30, Nine months ended September 30,

Subscription and services 19,587 23,594 82,604 60,089

Transaction revenue 5,335 4,664 17,395 12,115

Other 182,342 260 182,472 780

Total other revenue 207,264 28,518 282,471 72,984

1 unchanged paragraph

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 and U.S. Treasury securities held outside of 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. Reserve income also includes changes in the fair value of U.S. Treasury securities held outside of the Circle Reserve Fund.

3 unchanged paragraphs

Other revenue during the three and nine months ended September 30, 2026 includes ARC token presale revenue of $ 181.8 million reflecting the Company's progress in satisfying its performance obligation. Other revenue is primarily also 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.

3 unchanged paragraphs

Balance at June 30, 2026 $ 246,203

Deferred revenue billed additions in the current period, net of recognition revenue recognized 61,400

Revenue recognized that was included in the beginning period ( 8,590 11,118 )

Balance at September 30, 2026 $ 61,794

1 unchanged paragraph

Balance at June 30, 2025 $ 8,507

Deferred revenue billed additions in the current period, net of recognition revenue recognized 5,961

Revenue recognized that was included in the beginning period ( 15,296 13,390 )

Balance at September 30, 2025 $ 5,961

During the three months ended June 30, 2026, we entered into token purchase agreements with certain institutional investors pursuant to which we agreed to issue and sell to such purchasers an aggregate of 807.5 million ARC tokens. The ARC tokens were offered and sold at a purchase price of $ 0.30 per token and resulting resulted in aggregate gross proceeds to us of approximately $ 242.2 million. of which $ 222.0 million was received during The three months ended June 30, 2026. The aggregate gross proceeds, were net of recognized revenue of $ 181.8 million, are recognized as deferred revenue within Other current liabilities and any gross proceeds not yet received as of June 30, 2026 were recognized within Accounts Receivable, net on the unaudited Condensed Consolidated Balance Sheet as of June September 30, 2026.

1 unchanged paragraph

Note 12: Other income (expense), net 11 changes

2 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

Realized and unrealized gains (losses), net, on digital assets held for investment, other related investments, and strategic investments $ 3,702 18,545 $ 5,738 2,267 $ 377 18,922 $ ( 2,524 258 )

1 unchanged paragraph

Interest income on corporate balances 14,517 9,952 28,226 17,917

Foreign currency exchange gains (losses) 1,475 ( 8,067 ) 6,596 ( 8,605 )

Other, net 308 530 883 979

Interest income on corporate balances 14,102 13,453 42,328 31,370

Changes in fair value of convertible debt, warrant liability, embedded derivatives and U.S. Treasury securities ( 1,876 ) ( 167,724 13,916 ) 56,212 ( 5,984 19,900 ) ( 170,106 113,894 )

Interest expense, net of amortization of discounts and premiums ( 64 24 ) ( 344 354 ) ( 102 126 ) ( 679 1,033 )

Foreign currency exchange gains (losses) 1,153 655 7,749 ( 7,950 )

Other, net 55 338 938 1,318

1 unchanged paragraph

Note 13: Income taxes 3 changes

For the three months ended June September 30, 2026 and 2025, the Company recorded consolidated income tax expense from continuing operations of $ 4.1 2.2 million and an income tax benefit of $ 3.9 61.3 million, respectively, which represent effective tax rates of 7.8 1.0 % and 0.8 ( 39.8 )%, respectively.

For the six nine months ended June September 30, 2026 and 2025, the Company recorded consolidated income tax expense from continuing operations of $ 5.5 7.8 million and an income tax benefit of $ 21.1 40.2 million, respectively, which represent effective tax rates of 5.1 2.3 % and ( 5.3 16.6 %, respectively.

1 unchanged paragraph

The income tax expense for the three and six nine months ended June September 30, 2026 primarily consisted of income tax expense in non-U.S. jurisdictions, as federal and state net operating loss carryforwards and stock-based compensation deductions reduced U.S. taxable income. Income tax expense for the six nine months ended June September 30, 2026 also included discrete tax expense items recognized in the first quarter, of 2026, including certain prior-period tax adjustments. The Company continues to maintain maintains a valuation allowance against certain U.S. deferred tax assets. .

Note 14: Debt 1 change

4 unchanged paragraphs

The fair value of outstanding convertible notes was nil and $ 36.8 million as of June September 30, 2026 and December 31, 2025, respectively, and are reflected as Convertible debt, net of debt discount on the unaudited Condensed Consolidated Balance Sheets.

Note 15: Stockholders' equity 8 changes

2 unchanged paragraphs

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 June September 30, 2026.

2 unchanged paragraphs

As of June September 30, 2026, there were 21.8 19.4 million shares of Class A common stock and Class B common stock subject to issued and outstanding stock options and RSUs under the stock award plans 0.8 and 0.7 million shares of Class A common stock which have been issued in connection with business combinations and remain subject to continued vesting. and 0.3 million shares of Class A common stock issuable In connection with business combinations. In addition, under the stock award plans and the ESPP, there were 37.5 38.7 million shares and 8.1 8.0 million shares, respectively, of Class A common stock available for future issuance.

Private Placement of Class A Common Stock to Binance

On September 17, 2026, the Company entered into a subscription agreement with Binance pursuant to which the Company issued and sold to Binance 1.2 million shares of the Company's Class A common stock at $ 80.84 per share, for aggregate proceeds of $ 100.0 million. The shares were sold in a private placement exempt from registration under the Securities Act of 1933, as amended. Subject to customary exceptions, Binance agreed to certain transfer restrictions applicable to the shares through the earlier of the second anniversary of the closing date or the termination by Binance of the commercial arrangements between the Company and Binance under certain circumstances.

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 six nine months ended June September 30, 2026 and 2025. As of June September 30, 2026, 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 six nine months ended June September 30, 2026 and 2025. As of June September 30, 2026, the performance condition had not been met, and 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 to be achieved within a three-year period 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 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. During the three months ended June September 30, 2026 and 2025, there was $ 4.5 million and $ 4.6 8.2 million in distribution and transaction costs related to the warrants, respectively, and during the six nine months ended June September 30, 2026 and 2025, there was $ 9.2 13.7 million and $ 5.6 13.8 million in distribution and transaction costs related to the warrants, respectively. As of June September 30, 2026, 1.0 million of these warrants have vested, and the counterparty elected to exercise 0.3 million nil and 1.0 million of the warrants during the three and six nine months ended June September 30, 2026, respectively, resulting in the net issuance of approximately 0.2 million nil and 0.7 million shares of Class A common stock during the three and six nine months ended June September 30, 2026, respectively. As of June September 30, 2026, none of the common shares associated with these warrants have been forfeited or expired.

2 unchanged paragraphs

During the three and six nine months ended June September 30, 2026, the Company re-issued 67,060 and 134,120 201,180 shares of Treasury stock, respectively, reserved for the benefit of the Circle Foundation. As a result of this equity contribution, the Company recorded a charge of $ 5.4 4.6 million and $ 13.1 17.8 million for the three and six nine months ended June September 30, 2026, respectively, to General and administrative expenses on the unaudited Condensed Consolidated Statements of Operations .

Note 17: Stock-based compensation 49 changes

Stock-based compensation expense was $ 53.6 43.1 million and $ 435.0 59.1 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 105.4 148.5 million and $ 447.7 506.8 million for the six nine months ended June September 30, 2026 and 2025, respectively. The capitalized stock-based compensation expense related to internally developed software was $ 13.8 10.6 million and $ 65.6 9.2 million for the three months ended June September 30, 2026 and 2025, and $ 23.2 33.8 million and $ 68.3 77.6 million for the six nine months ended June September 30, 2026 and 2025, respectively.

1 unchanged paragraph

A summary of outstanding stock options activities for the six nine months ended June September 30, 2026 and 2025 is presented below:

4 unchanged paragraphs

Options exercised ( 6,249 ) 6.66

Balance as of June 30, 2026 7,201 $ 15.43 5.0 $ 346,981

Exercisable at June 30, 2026 6,754 $ 13.35 4.8 $ 334,180

Options exercised ( 6,562 ) 6.97

Balance as of September 30, 2026 6,888 $ 15.54 4.7 $ 464,041

Exercisable at September 30, 2026 6,553 $ 13.72 4.6 $ 449,776

3 unchanged paragraphs

Options exercised ( 1,955 ) 3.48

Options forfeited ( 93 ) 20.62

Balance as of June 30, 2025 20,703 $ 8.90 4.6 $ 3,568,967

Exercisable at June 30, 2025 19,630 $ 7.84 4.5 $ 3,404,931

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

As of June September 30, 2026, unrecognized stock-based compensation cost net of estimated forfeitures related to outstanding unvested stock options that are expected to vest was $ 8.3 7.0 million, which is expected to be recognized over a weighted-average period of 2.4 2.3 years.

3 unchanged paragraphs

A summary of RSUs activities for the six nine months ended June September 30, 2026 and 2025 is as follows:

3 unchanged paragraphs

RSUs granted 5,213 $ 71.71

RSUs vested ( 4,636 ) $ 34.67

RSUs forfeited ( 653 ) $ 40.09

Balance as of June 30, 2026

RSUs granted 5,645 $ 71.45

RSUs vested ( 6,203 ) $ 36.97

RSUs forfeited ( 1,685 ) $ 43.42

Balance as of September 30, 2026 12,468 $ 49.58

2 unchanged paragraphs

RSUs granted 7,129 $ 31.13

RSUs vested ( 9,543 ) $ 33.37

RSUs forfeited ( 714 ) $ 29.67

Balance as of June 30, 2025 16,815 $ 29.58

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 June September 30, 2026, unrecognized stock-based compensation cost net of estimated forfeitures related to outstanding unvested RSUs that are expected to vest was $ 408.7 358.2 million, which is expected to be recognized over a weighted-average period of 3.2 3.0 years.

1 unchanged paragraph

The Company has issued the following common shares for the purchase of common shares 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 three to four-year period periods from their respective acquisition dates.

3 unchanged paragraphs

Balance as of June September 30, 2026 693 $ 31.16

2 unchanged paragraphs

Balance as of June 30, 2025 2,015 $ 35.64

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

As of June September 30, 2026, unrecognized stock-based compensation cost net of estimated forfeitures related to outstanding unvested shares and warrants issued for business combinations that are expected to vest was $ 25.8 21.2 million, which is expected to be recognized over a weighted-average period of 1.5 1.3 years.

The Company's ESPP became effective on June 4, 2025, with the grant date of the initial offering period beginning on March 5, 2026. The initial offering period ended on September 4, 2026, and the subsequent offering period began on September 5, 2026. Refer to Note 2 for additional details regarding the Company's ESPP.

In September 2026, upon completion of the initial offering period, the Company issued 73,538 shares of Class A common stock under the ESPP, net of shares withheld for taxes, at a weighted-average purchase price per share of $ 87.75 .

As of June September 30, 2026, $ 4.5 1.3 million has been withheld on behalf of employees for future purchases under the ESPP due to the timing of payroll deductions. As of June September 30, 2026, there was approximately $ 0.8 2.0 million of unrecognized stock-based compensation cost net of estimated forfeitures related to the ESPP, which is expected to be recognized over a remaining period of 0.2 0.4 years.

2 unchanged paragraphs

Risk-free interest rate 3.65 3.94 %

1 unchanged paragraph

Expected volatility 49.33 49.62 %

1 unchanged paragraph

Note 18: Earnings (loss) per share 18 changes

2 unchanged paragraphs

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

1 unchanged paragraph

Less: Net loss attributable to noncontrolling interests ( 7 12 ) — ( 14 26 ) —

1 unchanged paragraph

Weighted-average common shares – basic 248,183 107,514 246,122 82,877

Net income (loss) available to common stockholders - basic $ 226,024 $ 214,385 $ 329,498 $ ( 202,924 )

Less: Changes in fair value of convertible debt — ( 44,788 ) — —

Net income (loss) available to common stockholders - basic and diluted $ 48,221 $ ( 482,100 ) $ 103,474 $ ( 417,309 )

Weighted-average common shares – basic 253,070 229,895 248,463 132,422

1 unchanged paragraph

Weighted-average common shares – diluted 268,637 107,514 267,940 82,877

Weighted-average common shares – diluted 267,776 266,682 268,155 132,422

3 unchanged paragraphs

Three Months Ended June 30, Six months ended June 30,

Stock options and RSUs 766 37,518 765 37,518

Three months ended September 30, Nine months ended September 30,

Stock options and RSUs 1,934 104 664 35,413

Common stock in connection with business combinations — 2,103 — 2,103 — 1,800

1 unchanged paragraph

Total 766 40,746 765 40,746

Warrants — — — 1,248

Total 1,950 104 670 39,586

Note 19: Accumulated other comprehensive income 15 changes

2 unchanged paragraphs

Beginning balance $ 8,367 $ 5,369

Three Months Ended June September 30,

Beginning balance $ 6,449 $ 15,366

Pre-tax change – Foreign currency translation adjustment ( 1,945 1,264 ) 9,984 ( 642 )

1 unchanged paragraph

Table 19.2. Accumulated Other Comprehensive Income

Six Months Ended June 30,

Total accumulated other comprehensive income including noncontrolling interest, net of tax 6,422 15,366 5,185 14,739

Pre tax change - Foreign currency translation adjustment attributable to noncontrolling interest 27 ( 47 ) —

Total accumulated other comprehensive income attributable to common stockholders, net of tax $ 6,449 5,138 $ 15,366 14,739

Nine Months Ended September 30,

1 unchanged paragraph

Pre-tax change – Foreign currency translation adjustment ( 8,117 9,381 ) 11,793 11,151

Pre-tax change – Unrealized (loss) gain on convertible notes – credit risk adjustment — ( 78 63 )

Total accumulated other comprehensive income including noncontrolling interest, net of tax 6,398 15,366 5,134 14,739

Pre tax change - Foreign currency translation adjustment attributable to noncontrolling interest 51 4 —

Total accumulated other comprehensive income attributable to common stockholders, net of tax $ 6,449 5,138 $ 15,366 14,739

Note 20: Prepaid expenses and other current assets 9 changes

2 unchanged paragraphs

Prepaid expenses 28,497 24,243

Digital financial assets 1,363 542

June September 30, 2026 December 31, 2025

Reserve income receivable $ 193,581 197,400 $ 219,221

Prepaid expenses 69,846 24,243

Digital financial assets 524 542

Income tax receivable 51,828 49,788 65,060

Digital assets 3,341 —

Total prepaid expenses and other current assets $ 283,578 334,448 $ 321,660

Note 21: Accounts payable and accrued expenses 8 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

Accrued distribution costs $ 105,799 112,493 $ 119,038

1 unchanged paragraph

Accrued expenses 116,209 114,272

Other payables 20,666 20,341

Accrued expenses 105,224 114,272

Income taxes payable 3,499 2,270 1,632

Other payables 21,557 20,341

Total accounts payable and accrued expenses $ 418,588 290,764 $ 360,609

Note 23: Subsequent events 4 changes

On July 9, 2026, the Company received final approval from the U.S. Office of the Comptroller of the Currency ("OCC") to establish First National Digital Currency Bank, N.A., a national trust bank that will operate under the name Circle National Trust. Circle National Trust opened on July 24, 2026 and is subject to direct federal oversight by the OCC. At opening, Circle National Trust offers fiduciary digital asset custody services to the Company and its affiliates.

On July 31, 2026, the Company received a limited purpose trust charter from the New York Department of Financial Services to establish Circle Internet Trust Company LLC, a New York trust company.

On October 14, 2026, the European Banking Authority (the "EBA") announced that it had classified USDC, issued in the European Union by our subsidiary Circle Internet Financial Europe SAS ("Circle France"), as a significant e-money token under the Markets in Crypto-Assets Regulation ("MiCA"). USDC is the first e-money token to receive this classification. Effective November 12, 2026, USDC will be subject to the dual supervision MiCA provides for significant e-money tokens. Direct supervisory responsibility for own funds, reserve of assets, liquidity requirements, and recovery and redemption plans will transfer from the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") to the EBA. The ACPR will remain responsible for other areas, including governance, qualifying holdings, fit and proper assessments, outsourcing, and conflicts of interest. The EBA also entered into a Memorandum of Understanding with the New York State Department of Financial Services to facilitate cooperation and information exchange regarding cross-border stablecoin activities.

As a result of this classification, Circle France may be subject to increased regulatory capital, reserve, liquidity, and other prudential requirements under MiCA, which could require us to hold additional capital or liquidity in the European Union, increase our compliance costs, or otherwise adversely affect our business, financial condition, and results of operations. We are evaluating the impact of the classification and the transition to EBA supervision.

MD&A 233 changes

• USDC in circulation grew 19% to $73.3 billion; USDC onchain transaction volume grew 151% to $14.8 trillion.

• Net income (loss) from continuing operations increased by $530 million to $48 million.

• Adjusted EBITDA grew 14% to $143 million.

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 Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical information, the following discussion and analysis contains forward-looking statements based upon current expectations that reflect involve risks and uncertainties, such as our plans, estimates, and beliefs, Our and assumptions. These uncertainties and contingencies can cause actual results and the timing of events could to 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 Quarterly Report on Form 10-Q, particularly in the " Risk Factors " section. We undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report.

In the second third quarter of 2026, we continued building the infrastructure for an open, programmable internet financial system by scaling adoption of USDC and expanding our platform across product and network milestones.

During the second third quarter of 2026 (compared to the second third quarter of 2025):

• Average USDC in circulation of $73.3 billion increased 8% year-over-year; USDC onchain transaction volume grew 49% to $13.9 trillion.

• Total revenue and reserve income grew 7% 17% to $701 $865 million.

• Net income from continuing operations increased 5% to $226 million.

• Adjusted EBITDA grew 90% to $317 million.

4 unchanged paragraphs

We are building a full-stack internet financial platform business anchored by our stablecoin network. Our business is organized around three reinforcing pillars: (i) Arc, an open Layer-1 blockchain network and related developer/interoperability infrastructure; (ii) Circle Digital Assets and Services, including USDC, EURC, USYC, cirBTC, and related liquidity infrastructure such as Circle Mint and xReserve; and (iii) Circle Applications, including products like CPN and StableFX that deliver real-world utility on Arc and across a multichain ecosystem. The three pillars of our platform are designed to reinforce one another: Arc is expected to provide an enterprise-grade foundation for stablecoin finance and consumer-scale applications; Circle Digital Assets and related Services supply trusted units of value and liquidity infrastructure; and Circle Applications translate that infrastructure into real-world utility for institutions, developers, and end-users.

2 unchanged paragraphs

We currently derive a substantial majority of our revenue from Reserve income earned on the reserve assets backing our stablecoins, USDC and EURC, represents a substantial component of our revenue. Reserve income was 95.2% 76.0% and 94.6% 87.5% of our total revenue in the three and six nine months ended June September 30, 2026, respectively. Reserve income was 96.4% 96.1% and 96.3% of our total revenue in both the three and six nine months ended June September 30, 2025, respectively. We earn reserve income on the reserve assets backing our stablecoins in circulation 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 indicators and financial results" for the calculation of reserve return rate. The reserve income that we generate is a function of (i) our stablecoins in circulation over a given period and (ii) the reserve return rate.

In addition to revenue from reserve income on the reserve assets backing our stablecoins, we continue to expand product offerings and services that benefit from and support the growth of our platform and the utility of Circle Digital Assets. Our other products contributed between 4.8% 24.0% and 5.4% 12.5% o f Circle's total revenue in both the three and six nine months ended June September 30, 2026, respectively. Our other products contributed 3.6% 3.9% and 3.7% of Circle's total revenue in both the three and six nine months ended June September 30, 2025, respectively . We believe these and other new product and service offerings will contribute to the growth of our platform and the use of Circle Digital Assets, 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 our stablecoins in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile.

1 unchanged paragraph

• Arc Blockchain and Related Developer Infrastructure – Arc is our open, Layer-1 blockchain purpose-built to bring real world economic activity onchain, supported by our Agent Stack (consisting of Agent Wallets, Nanopayments, Agent Marketplace and Circle CLI), core developer services (including App Kits, Circle Wallets and Circle Contracts) and interoperability services (including CCTP and Gateway) designed to reduce complexity and help developers and enterprises build and operate onchain applications that move value across networks. The ARC token is the native coordination asset of the Arc network.

5 unchanged paragraphs

As previously announced in October 2025, we launched the public testnet of Arc, our open, Layer-1 blockchain network purpose-built to unite programmable money and onchain innovation with real-world economic activity. As of June 30, 2026, since the launch of Arc testnet in October 2025, Arc testnet has processed 502 million cumulative transactions and 2.8 million cumulative transacting wallets. Private mainnet was launched in May 2026, with 100 + partners as of July 20, 2026, spanning capital markets, digital assets, payments, and technology. Building on this momentum and continued ecosystem engagement, we expect to launch Arc on mainnet in September 2026.

As previously announced in September 2026, we launched the public mainnet of Arc, our open, Layer-1 blockchain network purpose-built to unite programmable money and onchain innovation with real-world economic activity. Arc's mainnet launch featured over 100 institutional and ecosystem builders, native USDC integration, and a full product suite that included privacy capabilities, an agent stack for programmable finance, and support for tokenized real-world assets.

1 unchanged paragraph

Arc is expected to operates initially operate under a Proof-of-Authority consensus model. Over time, it may we expect to transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism. If such a transition occurs, the network would introduce a native token Under the " ARC Token " ). Proof-of-Stake model, the ARC token is designed as the native coordination asset of the Arc network. under The Proof-of-Stake model. If launched, the ARC token is intended to align participants with the long-term success of the Arc network through staking, governance, and other platform-wide utilities. The ARC token's utility is expected to extend beyond the chain itself, spanning numerous protocols and products from us and our ecosystem partners on the Arc network. It is expected to confer governance rights to a distributed participant set responsible for upholding, among other things, the network's security posture, and infrastructural integrity, establishing the conditions under which institutions can rely on Arc for mission-critical applications and settlement. The total initial supply of ARC tokens is expected to be 10 billion, though the supply would be is subject to increase as a result of the programmatic functioning of the Arc protocol. The timing, structure, terms, and scope of any such transition, or the creation and broader distribution of ARC tokens, remain subject to ongoing technical, business, legal, regulatory, and market considerations.

2 unchanged paragraphs

On September 14, 2026, the Company completed the genesis mint of the ARC token, the native coordination asset of the Arc network, creating the full initial supply of 10 billion tokens. Of this initial supply, a portion of ARC tokens relating to the ARC presale transactions conducted in May and June 2026 was subsequently distributed to (or held in escrow for the benefit of) investors.

1 unchanged paragraph

Pending Acquisition of Tazapay

On September 4, 2026, we entered into a Share Purchase Agreement pursuant to which Taurus Acquisition Inc., our indirect wholly owned subsidiary, agreed to acquire all issued and outstanding shares of Tazapay Pte. Ltd. ("Tazapay") not already held by Taurus Acquisition Inc. or its affiliates. Tazapay is a Singapore-headquartered business-to-business cross-border payments infrastructure company serving payment service providers and financial institutions. The transaction provides for aggregate consideration of $400.0 million, payable in shares of our Class A common stock and subject to adjustments for Tazapay's unpaid indebtedness, transaction expenses and cash, with the number of shares determined using a 20-trading-day volume-weighted average closing price immediately preceding the closing. If completed, the acquisition would add Tazapay's banking and fintech relationships and local payout rails to our global payments infrastructure and support broader USDC distribution. The transaction is expected to close in 2027, subject to customary closing conditions and receipt of required regulatory approvals, including approval from the Monetary Authority of Singapore.

OCC Approval of Circle National Trust

On July 9, 2026, the Company received final approval from the U.S. Office of the Comptroller of the Currency ("OCC") to establish First National Digital Currency Bank, N.A., a national trust bank that operates under the name of Circle National Trust. Circle National Trust opened on July 24, 2026 and is subject to direct federal oversight by the OCC. At opening, Circle National Trust offers fiduciary digital asset custody services to the Company and its affiliates.

NYDFS Limited Purpose Trust Charter

On July 31, 2026, the Company received a limited purpose trust charter from the New York Department of Financial Services ("NYDFS") to establish Circle Internet Trust Company LLC, a New York trust company.

5 unchanged paragraphs

We believe stablecoins are the core facilitator means of value exchange in the internet financial system. 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, global presence, and strong interoperability. We stand to benefit as the adoption of stablecoins and the internet financial system increase, increases, due not only to the growth in circulation of our stablecoins but also to growth of the platform that we have developed.

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

13 unchanged paragraphs

10 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

7 unchanged paragraphs

9 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

10 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 208 more changes in the filing

Market risk 6 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 6 more changes in the filing

Controls and procedures 1 change

1 unchanged paragraph

4 unchanged paragraphs

and 1 more change in the filing

Risk factors 9 changes

and 9 more changes in the filing

Unregistered sales of stock 5 changes

and 5 more changes in the filing

Other information 8 changes

1 unchanged paragraph

and 8 more changes in the filing