Circle Internet Group, Inc. (CRCL) Business

Item 1. Business

Overview

Our mission is to raise global economic prosperity through the frictionless exchange of value.

We were founded in 2013 on the belief that we could connect the world more deeply by building a new global economic system on the foundation of the internet, and facilitate the creation of a world where everyone, everywhere can share value as easily as we can today share information, content, and communications.

Financial services are undergoing a transition analogous to the internet’s evolution from closed networks to open, standardized infrastructure that enabled new applications, business models, and network effects. While the incumbent financial system has enabled substantial global economic activity and societal advancement, it remains constrained by legacy infrastructure and fragmented, intermediated networks that pass on excessive cost, slow settlement, limit interoperability, and create barriers to access. At the same time, these constraints create a significant opportunity to modernize how value moves — unlocking faster settlement, lower costs, greater interoperability, and broader access at internet scale. We believe digital assets, public blockchain networks, and related applications and services can address these constraints and seize the opportunity available by enabling the secure, efficient storage and transfer of value on the internet that is scalable and accessible.

Our platform, anchored by our stablecoin network, plays a critical role in the emerging internet financial system. We are building one of the largest and most widely used full-stack, internet financial platform businesses. The value of our platform grows as more companies and developers connect into our network and build upon our infrastructure, creating products and services that enhance utility, expand distribution, and so add value to the network.

Our Platform

Our full-stack, internet financial platform business is organized around three pillars:

•Arc Blockchain and Developer Infrastructure, consisting of our open, Layer-1 blockchain network purpose-built to bring real world economic activity onchain, and related developer tools and interoperability infrastructure;

• Circle Digital Assets and Services, which includes our Circle Digital Assets, USDC, EURC, and USYC, as well as Circle Mint and xReserve, our related liquidity, custody, and trust infrastructure; and

•Circle Applications, which includes Circle Payments Network (“CPN”) and StableFX, applications that use Circle Digital Assets to deliver real-world utility on the Arc Network and across the broader multichain ecosystem.

While we historically have been most closely associated with payment stablecoins and our revenue is primarily driven by reserve income earned on the assets backing such stablecoins, our strategy is to build the products and services that enable individuals and enterprises to exchange value using open networks, in a safe, trusted and regulated manner, fully integrated with the existing financial system.

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 economic activity at internet scale; 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.

Thousands of companies participate on our platform, providing products and services that integrate with our stablecoin network in a variety of ways, including consumer wallets and applications that allow end-users to hold and use our stablecoins, AI agents and agentic applications that can autonomously initiate and execute transactions, manage payments, and interact with onchain protocols, digital asset exchanges that enable trading of our stablecoins with other digital assets and fiat currencies, and traditional exchanges and clearing houses who are exploring stablecoin use cases. Our platform also includes regulated digital asset custodians that support institutional storage and safekeeping, blockchain networks on which our stablecoins are supported natively, and onchain protocols that provide financial and commercial building blocks such as exchange, lending, payments, and treasury functionality. In addition, banks and neo-banks provide settlement and reserve infrastructure and increasingly use stablecoins in their own offerings. Likewise, payments companies integrate stablecoin settlement into their products and services, including processors, card networks, and remittance providers. Finally, market makers and over-the-counter liquidity providers play a critical role in supplying stablecoin liquidity across global venues and local currency markets, helping make our stablecoins broadly accessible.

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Our platform has key advantages that differentiate us from traditional payment systems and networks, alternative stablecoin issuers, and technology startups providing tools and services to blockchain developers. In particular:

•Our platform dramatically increases the speed and scale of traditional forms of money to improve global finance – Our platform harnesses the power and efficiency of the internet to dramatically increase the speed and scale of traditional forms of money, supporting all money use cases, including remittances, payments, digital asset markets, and capital markets. Our platform introduces new properties like programmability to enable new application types and support network effects as usage grows.

•Our platform is anchored by strong circulation, liquidity, and interoperability of USDC – With more than $75 billion in circulation as of December 31, 2025 and daily transaction volumes regularly topping $10 billion in 2025, USDC has established a global presence that new entrants cannot easily match. USDC has the greatest interoperability, integrated natively on 30 public blockchains, and we will continue to add USDC to new chains. We believe our strong circulation and liquidity, coupled with our ability to interoperate with, and be supported by, many of the most used blockchains will enable our platform to scale more rapidly than our competitors.

•Our full-stack platform benefits from broad distribution enabling meaningful network effects – Because of our market neutral infrastructure and 24/7/365 availability, many of the world’s most respected financial institutions and enterprises are building on our platform, enabling global mainstream adoption and network effects as our platform delivers increased utility.

•Our platform benefits from deep fiat integration – USDC is deeply integrated with the existing financial system, with banking integrations natively in more than 185 countries, providing global accessibility within local financial systems. Since 2018, we have facilitated more than $53.3 trillion between the traditional banking system and digital payment rails. As a regulated dollar stablecoin, USDC has the deepest integration with the existing financial system, with significant scale for institutions accessing the internet financial system.

•We have built our company with a regulation-first philosophy – We have always operated with a regulation-first philosophy. As stablecoin and digital asset regulations come online in major jurisdictions (including the United States), our platform allows partners to build products and services with confidence and without first building regulatory and compliance infrastructure. These practices support efficiency, safety, and broad institutional adoption.

•We are committed to transparency and trust – We publish regular reporting and third-party assurance regarding reserve composition and stablecoins in circulation, and disclose minting, redemption, and reserve balances. We hold ourselves to the high audit standards of a U.S. public company, reinforcing our commitment to trusted reporting and disclosure. Transparency is an important differentiator that builds trust in our platform.

•Our platform is focused on the needs of third-party developers – Our platform is designed to enable third-party developers to build applications that integrate stablecoins, tokens, and wallets through APIs and related tooling. Our related developer tools, interoperability infrastructure, and Circle Applications simplify the developer and end-user experience, encouraging continued interaction and innovation on our platform.

Arc Blockchain and Related Developer Infrastructure

Arc is designed to serve as the economic operating system of the internet and bring more economic activity onchain. In addition to Arc itself, we offer a suite of developer tools and interoperability services designed to reduce complexity and enable developers and enterprises to build, deploy, and operate consumer-scale applications that deliver and move value across blockchain networks.

Arc Blockchain

Arc is our open, Layer-1 blockchain network purpose-built to unite programmable money and onchain innovation with real-world economic activity. Arc is currently in public testnet. As the economic operating system for the internet, Arc will enable more financial infrastructure layers to become automated, customizable, scalable, and composable. Supported by global ecosystem partners, Arc is designed to provide an enterprise-grade foundation for stablecoin payments, foreign exchange, and capital markets transactions, and to operate as part of a broader, interoperable multichain ecosystem.

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Enterprises and institutions encounter several constraints when using public blockchains for financial applications. These include operational complexity of paying transaction fees in volatile native tokens, lack of predictable and fast settlement, and the absence of configurable privacy features. To address these challenges, Arc’s features include:

•Stablecoin-based gas fees – Arc enables gas fees to be paid in stablecoins, including USDC and EURC. This reduces the complexity associated with payment in native tokens, which can be volatile and are hard for traditional businesses to access and store.

•Trusted, Permissioned Validators – Arc’s network will be entirely operated and governed by a trusted and known set of infrastructure validators who are held to very high standards of quality, security, compliance, and operational safeguards. This is a key requirement for mainstream and regulated institutions building on these new blockchain network systems.

•Deterministic settlement finality – Transactions on Arc are irrevocably final within a second. For financial applications needing strong security and predictability, this feature is a key advantage over blockchains that use probabilistic finality, where settlement both takes longer and is never fully guaranteed.

•Custom privacy – Arc allows for configurable privacy, allowing businesses and users to shield transactions from public view, while preserving access for auditability and regulatory compliance.

•Distributed network – While we lead Arc’s initial development, the Arc Network will be operated and governed by a broad, globally distributed set of economic and geographic stakeholders.

Developer Tools

Onchain applications are a major new class of applications enabling innovation across all segments, from finance to e-commerce to gaming and social. However, building and deploying these applications is complex. For developers, crafting simple user experiences that are familiar to and consistent with existing mobile and web applications requires deep familiarity with cryptography and blockchain network integration, and can pose undue security risks for end-users. Companies deploying these applications also require specialized knowledge for deploying and operating smart contracts and blockchain software nodes, also introducing significant security and operational risks. To address these issues, and to help grow the number of onchain applications in the world, we offer a comprehensive suite of products that include:

•Circle Wallets. The most important onchain building block for enabling an internet application is the integration of digital wallet technology into applications. Circle Wallets is our programmable wallet solution that lets developers support the use of digital assets, including Circle Digital Assets, across multiple blockchains by quickly embedding Web-3 enabled, onchain wallets into mobile and web applications. Circle Wallets reduce onboarding friction by supporting familiar authentication patterns and by enabling streamlined user experiences.

•Circle Contracts. Fundamental to the innovation of onchain technology is the ability to write and deploy code that automates interactions with digital assets using smart contracts. Circle Contracts is our smart contract platform that reduces development time and operational and security risks by (i) eliminating the need for developers to learn new coding languages, (ii) reusing existing smart contract templates for the most common tasks and application types, and (iii) streamlining monitoring and administration of smart contracts.

Interoperability Services

We also provide interoperability services that enable developers and enterprises to move USDC efficiently across blockchains and to support more seamless, cross-chain application experiences. These services are designed to enable developers to present users with a more unified USDC experience, including the ability to treat USDC balances across blockchains as part of a single, integrated payment and settlement layer. Our interoperability services include:

•CCTP. End-users need to be able to easily and safely transfer stablecoins across different blockchain networks. This process can be cumbersome, expensive, and slow, and can introduce significant security and financial integrity risks. To address these issues, we launched CCTP, an onchain utility that allows end-users to safely and cost-efficiently transfer USDC from one supported blockchain to another. In March 2025, we launched CCTP V2, a fast version of CCTP that generates transaction fees when a customer elects the fast transfer feature. While nascent, we view CCTP as an important capability and a unique differentiator that will act as a key driver of our future growth.

•Gateway. Because blockchains operate in silos, it is difficult for users holding digital assets on one chain to access those assets on another chain without a series of crosschain bridging steps. This complexity degrades usability and hinders broader adoption. To address these issues, we launched Gateway in July 2025. Gateway is an onchain utility that enables a unified USDC balance that is instantly accessible across supported blockchains. For end-users, this means frictionless, crosschain experiences. For businesses, this enables just-in-time liquidity on supported blockchains, improving capital efficiency.

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Circle Digital Assets and Liquidity Services

Circle Digital Assets include our payment stablecoins, USDC and EURC, and our tokenized fund, USYC, our onchain representation of a traditional money market fund (“TMMF”). Circle Digital Assets are the fundamental units of value for onchain economic coordination. Circle Liquidity Services, including Circle Mint and xReserve, provide institutional minting, reserving, redemption, and foreign exchange services for Circle Digital Assets.

Circle Stablecoins

USDC and EURC, our payment stablecoins backed by reserves consisting of highly liquid, price-stable cash and cash equivalents, are the foundation of our platform. USDC and EURC are redeemable on a one-for-one basis for U.S. dollars and euros, respectively, directly from us by Circle Mint’s institutional customers (see “Circle Liquidity Services” for information about Circle Mint) as well as by certain end-users that are not Circle Mint customers in our role as the redeemer of last resort. In addition, all end-users can sell or exchange USDC and EURC in the secondary market. USDC and EURC enable end-users to store value in a digital form and to transact over blockchain networks, allowing for near-instant settlement, at a very low cost, with the reach of the internet. Circle stablecoins are exclusively issued by us, but are widely available through hundreds of different retail and institutional products around the world.

Circle Tokenized Funds

We have operated USYC since our acquisition of Hashnote in January 2025. USYC is a TMMF that is intended primarily for use as collateral in digital asset markets. USYC is an onchain representation of shares in a money market fund and is offered in reliance on an exemption from the registration requirements of the Securities Act.

Unlike payment stablecoins, which are not designed to provide yield, USYC provides yield to token holders derived from the underlying fund’s investments. Market participants have begun, and may continue, shifting collateral practices towards yield-bearing TMMFs because TMMFs can provide yield while maintaining characteristics sought for margin and settlement workflows; however, some issuers of TMMFs may face limitations regarding redemption, multichain interoperability, and integration with payments and settlement rails. USYC is designed to address these considerations through its integration with our platform and our payment stablecoins.

We believe that operating USYC as a TMMF alongside USDC and EURC will position us to support a broader range of institutional trading, treasury, and collateral workflows and enable customers to move efficiently between yield-bearing collateral and payment stablecoins for settlement and trading activity on third-party platforms. Since February 2025, we have issued USYC to eligible non-U.S. customers out of Bermuda under our existing DABA License granted by the Bermuda Monetary Authority (“BMA”) (see “Regulatory Landscape” for information regarding licenses and regulatory requirements).

Circle Liquidity Services

Circle Mint. Circle Mint provides institutional customers with USDC- and EURC-related services, such as minting, redeeming, and sending and receiving to and/or from Circle Mint accounts. Circle Mint also supports the custody of digital assets for eligible institutional customers, enabling them to hold and manage stablecoins and other supported digital assets within their Circle Mint accounts while maintaining robust security and operational controls.

To open a Circle Mint account, prospective institutional customers must apply with required compliance information and documentation about their entity, owners, operations, and intended use, and successfully pass our customer screening processes, including ID verification, KYC, sanctions screening, and suitability checks (e.g., business type and anticipated minting volume). Once enrolled, we offer minting services to Circle Mint customers free of charge. We offer various redemption options for Circle Mint customers, including our basic redemption which is initiated within two business days and is free of charge and our standard redemption which is initiated nearly instantly and for which we charge a nominal fee.

Core to Circle Mint is our integration with the existing financial system in order to provide robust primary liquidity (i.e., facilitating conversions between Circle stablecoins and fiat currency). Together with Circle Mint’s custody capabilities, this infrastructure helps customers manage both the fiat and digital asset sides of their operations. We believe we have built a robust global banking infrastructure, with onboarding at settlement banks that provide the primary market liquidity infrastructure to enable us to flow funds to and from Circle Mint customers to enable on- and off-ramping with Circle stablecoins. They provide multiple rails including 24/7/365 funds flow capabilities (where available). These capabilities are available locally in major financial markets worldwide. We continue to expand the network of banks that provide primary liquidity services to the Circle stablecoin ecosystem.

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xReserve. Traditional bridged USDC, which allows users to lock native USDC in a smart contract and mint equivalent bridged USDC on blockchains where USDC is not natively issued or redeemed, has helped bootstrap new ecosystems but remains incompatible with native USDC. Without interoperability between bridged and native USDC, liquidity remains siloed across blockchains, creating inefficiencies, third party risks, and confusion on each transfer. To address this issue, we launched xReserve in November 2025. xReserve is an interoperability infrastructure that enables blockchain teams to deploy their own stablecoins that are redeemable for and interoperable with USDC as an alternative to launching bridged USDC. Participation in xReserve is permissioned and we charge a subscription fee for blockchain teams to use xReserve. By addressing the interoperability issue between bridged and native USDC, xReserve creates unified liquidity, reduces third-party risk, minimizes trust assumptions, and delivers a simpler user experience.

Circle Applications

Circle Applications are application-layer products and services that build on Circle Digital Assets and Arc to deliver practical utility to institutions, developers, and end-users. Our initial focus has been on payments and money movement, through our launch of CPN, alongside the support of developer-oriented products that reduce technical complexity and operational risk for onchain applications.

Circle Payments Network

CPN is a neutral enterprise-grade network that enables banks, PSPs, and enterprises to move money using stablecoins starting with cross-border payments where stablecoins deliver clear advantages in speed, cost and settlement certainty. We launched CPN in May 2025 to extend the utility of our Circle Digital Assets by enabling institutions to originate, route, and settle payments on open blockchain networks on a near-instant, 24/7/365 basis, subject to applicable compliance and risk controls. CPN is designed to support a broad set of money movement use cases including agentic payments, consumer payments, business-to-business payments, remittances, payroll, capital markets settlement, and internal treasury operations.

CPN is designed to enable institutions to embed stablecoin settlement into existing customer-facing and back-office workflows, while maintaining flexibility for new application-layer capabilities. CPN’s governance framework is intended to support safe and compliant participation and to promote operational consistency as we expand corridors, add new participants, and increase activity on the network. In particular, this governance framework requires participants to meet eligibility standards that include, among other things, appropriate licensing, anti-money laundering and countering the financing of terrorism (“AML/CFT” ) compliance, financial risk management practices, and cybersecurity protocols.

We view CPN as a multi-sided network and marketplace-style application layer for money movement that is expected to benefit from network effects as additional institutions, corridors, and workflow integrations are added. We expect CPN’s growth to support broader adoption of Circle Digital Assets, including USDC and EURC, and to create additional onchain activity that may also support adoption of Arc and our developer and interoperability infrastructure.

StableFX

StableFX is our institutional-grade stablecoin foreign exchange engine built on Arc. StableFX is currently in beta. StableFX is designed to enable eligible institutions to access and settle select stablecoin currency pairs on a 24/7/365 basis with onchain settlement and reduced counterparty risk. StableFX will allow counterparties to fund and settle trades through smart contract escrow mechanisms that have configurable, capital-efficient settlement options (e.g., both sides settle or neither does, immediate vs. deferred settlement, etc.) depending on the need of the user. StableFX is designed to simplify access to stablecoin foreign exchange liquidity by reducing reliance on bilateral onboarding and credit arrangements. StableFX is designed to support an expanded set of stablecoin currencies, including USDC, EURC, and certain third-party stablecoins onboarded through our partner program, to increase the breadth of currency coverage available for onchain foreign exchange conversion.

Regulatory Landscape

Our “regulation-first” philosophy

We have always operated with a “regulation-first” philosophy and have built a robust compliance infrastructure. Our compliance program focuses on a wide range of laws and regulations enacted by U.S. federal, state, and local governments, foreign governments, and supra-national regulatory authorities. We are proud to be among the most regulatory-compliant companies in the digital assets industry.

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Principal U.S. federal and state regulatory regimes

The laws and regulations to which we are or may be subject are rapidly evolving. Most significantly, on July 18, 2025, President Trump signed into law the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”). The GENIUS Act requires the primary federal payment stablecoin regulators to adopt implementing regulations, and the Act will take effect on the earlier of January 18, 2027 or 120 days after the primary federal payment stablecoin regulators issue any such implementing regulations.

The GENIUS Act

The GENIUS Act establishes the first comprehensive U.S. federal framework specifically tailored to payment stablecoins. The GENIUS Act generally limits issuance of payment stablecoins in the United States to “permitted payment stablecoin issuers” (“PPSIs”) subject to federal or state supervision, and it sets baseline requirements for PPSIs, including reserve composition, timely redemption, financial crime compliance, risk management, consumer protection, disclosures, and examinations. Once effective, the GENIUS Act will also provide that (i) payment stablecoins issued by PPSIs are (A) not securities under federal securities laws and (B) excluded from the definition of “commodity” under the Commodity Exchange Act; and (ii) PPSIs are not investment companies.

The GENIUS Act is important because it will provide clear, nationwide standards for the issuance and use of payment stablecoins in the U.S., which we believe can increase market confidence and support broader institutional adoption. The GENIUS Act’s reserve, redemption, and disclosure requirements align with core elements of our regulation-first approach and our current operating practices. In particular, under the GENIUS Act, payment stablecoins must be fully backed by highly liquid reserves – consisting of central bank balances, cash, demand deposits, short-term treasuries and repurchase and reverse repurchase agreements, certain money-market fund securities, and tokenized versions of these (plus any similarly liquid federal assets regulators approve) – which required reserves are consistent with our present reserve management practices for USDC. See “—Reserve management standard” for information regarding our standards for managing Circle stablecoin reserves. Additionally, we expect the framework to influence market structure by increasing compliance expectations for stablecoin issuers and by establishing stringent conditions under which foreign-issued stablecoins may be offered on U.S. platforms.

Current principal U.S. federal and state regulatory regimes

We are subject to multiple U.S. federal and state regulatory regimes that govern the issuance and transmission of monetary value, including in the form of digital assets, as well as related compliance, consumer protection, and supervisory requirements. Some of these will cease to apply to us once the GENIUS Act is effective, though several will continue to apply to us even after that time. These regimes include state money transmitter licensing and related stored value rules, federal registration as a money services business with the U.S. Treasury Department’s Financial Crimes Enforcement Network, and certain state virtual currency licensing requirements, including those imposed by the New York Department of Financial Services (“NYDFS”) due to Circle Internet Financial, LLC’s holding of a virtual currency license (“BitLicense”). Together, these requirements generally impose obligations relating to recordkeeping and reporting, capital and bonding, customer due diligence and AML/CFT compliance programs, and limitations on the investment and use of customer funds and reserve assets, including requirements to hold reserve assets for the benefit of stablecoin holders and prohibitions on lending, pledging, rehypothecating, or otherwise encumbering those reserves. In addition, we are subject to, or may become subject to, other specialized regimes.

In December 2025, we received preliminary conditional approval from the Office of the Comptroller of the Currency (“OCC”) to establish a national trust bank, First National Digital Currency Bank, N.A. (“Circle National Trust”). Once fully approved, Circle National Trust will operate as a federally regulated trust institution, subject to OCC oversight, and will oversee the management of the USDC reserve according to our reserve management policy. See “—Reserve management standard” for information regarding our standards for managing Circle stablecoin reserves. In addition, subject to regulatory approval, Circle National Trust is expected to offer digital asset custody services to our affiliated entities and, through Circle Mint, to unaffiliated institutional customers.

We also operate in a regulatory environment in which U.S. commodities and derivatives laws may apply to certain digital assets and related transactions, including through the Commodity Futures Trading Commission’s (“CFTC”) jurisdiction over derivatives and its enforcement authority in spot markets for commodities. U.S. securities laws also remain relevant to stablecoins and related products. While the GENIUS Act, once effective, will exclude payment stablecoins issued by PPSIs from the definition of “security” under federal securities laws, until that effective date—and for products outside its scope—we continue to assess our products under existing law and applicable judicial and regulatory interpretations.

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Principal non-U.S. regulatory regimes

Outside of the United States, the activities of our foreign affiliates are, or may be, supervised by various financial regulatory authorities. Similar to the United States, the laws and regulations applicable to virtual currency and other digital assets are evolving and subject to interpretation and change. We are constantly evaluating opportunities to expand into jurisdictions in which we currently do not operate. As of December 31, 2025, the following were the principal non-U.S. regulatory regimes applicable to our business and foreign subsidiaries:

•Abu Dhabi Global Market. Circle Internet MEA Ltd. holds a Financial Services Permission license from the Financial Services Regulatory Authority of Abu Dhabi Global Market, the International Financial Centre (“IFC”) of Abu Dhabi, the Capital of the United Arab Emirates, to operate as a money services provider in the IFC.

•Bermuda. Circle International Bermuda Limited holds a DABA license and is regulated by the BMA. Circle International Bermuda Limited issues USYC and offers Circle Mint accounts out of Bermuda, along with other ancillary activities.

•European Union. Circle Internet Financial Europe SAS (“Circle France”) holds a Digital Asset Service Provider (“DASP”) registration and an E-Money Institution (“EMI”) license in France, subject to supervision by the Authorité des Marchés Financiers and the Autorité de Contrôle Prudentiel et de Résolution, respectively. The DASP allows Circle France to custody, transmit, and exchange digital assets, and the EMI license allows Circle France to issue USDC and EURC within the European Economic Area (“EEA”) subject to the Markets in Crypto-Assets Regulation’s (“MiCAR’s”) regulatory obligations for stablecoins or e-money tokens.

•Singapore. Circle Internet Singapore Pte Ltd. holds a Major Payments Institution License (“MPI”) and is regulated by the Monetary Authority of Singapore (“MAS”). The MPI allows us to operate as a Digital Payment Token Services Provider to conduct payment/digital payment token (“DPT”) services, including those related to account issuance, domestic, and cross-border and DPT services, which includes the offering, resale, and custody of USDC.

•United Kingdom. Circle UK Trading Limited holds an Electronic Money Issuer license with the UK Financial Conduct Authority (“FCA”).

Other Regulatory Requirements

We are subject to extensive and evolving regulatory requirements, including requirements relating to AML/CFT compliance, economic and trade sanctions, anti-bribery and anti-corruption, data privacy and information security, consumer protection, unclaimed property, taxation and tax reporting, and other supervisory and compliance obligations. We maintain policies, controls, and governance processes designed to support our compliance with applicable AML/CFT and economic sanctions laws and regulations, including risk-based customer and transaction screening, transaction monitoring and suspicious activity reporting, and the ability, where appropriate, to restrict interaction with persons and entities that are the subject of economic sanctions, sanctioned jurisdictions, or blockchain and wallet addresses. We also maintain compliance programs designed to address anti-bribery and anti-corruption requirements and other regulatory expectations applicable to our operations and our relationships with government entities. We are also subject to specialized regulatory regimes, and our operations may be indirectly affected by regulatory requirements imposed on our banking and financial institution partners, including audit, cybersecurity, privacy, and business continuity expectations. We operate information security and privacy programs designed to protect sensitive data and support the safe operation of our products and services, and we monitor changes in law and regulation that could increase compliance costs, affect product design, or otherwise impact our business.

For further discussion of how domestic and global regulations may impact our business, see Item 1A “Risk Factors—Risks related to government regulation”.

Reserve Management Infrastructure

Sound reserve management is central to our operations.

Our platform benefits from the strength, operating resiliency, and risk management capabilities of the leading financial institutions that are part of our reserve management infrastructure. We hold reserves in a manner designed to ensure liquidity and preservation of reserve assets. See “—Reserve management standard” for information regarding our standards for managing Circle stablecoin reserves. In compliance with applicable laws and regulatory guidance, we (i) limit Circle stablecoin reserves to highly liquid financial instruments, (ii) hold reserves in accounts that are titled FBO holders of USDC and EURC, respectively, and (iii) do not lend, borrow against, or encumber the reserves.

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As of December 31, 2025, we held approximately 88% of USDC reserves in the Circle Reserve Fund, a government money market fund pursuant to Rule 2a-7 under the 1940 Act managed by BlackRock and available only to us. The assets within the Circle Reserve Fund are held in the custody of BNY. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Composition of USDC reserves” for additional information regarding the Circle Reserve Fund. The remaining portion of USDC reserves (typically 10-20%) are held as cash in accounts that are titled FBO holders of USDC, primarily with banks designated by the Financial Stability Board as Global Systemically Important Banks (“GSIBs”), which are subject to the highest capital and liquidity requirements and the greatest level of regulatory supervision. A small fraction of USDC reserves is held as cash within several additional banks, which facilitate the flow of funds from reserves to Circle Mint customers. Currently, all EURC reserves are held only in cash.

Core to our reserve management infrastructure is reporting and independent assurance. Since the launch of USDC in September 2018 and EURC in June 2022, we have provided full transparency into assets comprising Circle stablecoin reserves, first on a monthly basis (on our website), then on a weekly basis (also on our website), and now, in the case of the Circle Reserve Fund, on a daily basis (on BlackRock’s website). Furthermore, since USDC’s launch, we have provided the public with independent, third-party monthly assurance over the value and composition of these assets from leading public accounting firms (currently, a Big Four firm), whose reports are available for both USDC and EURC on our website.

Reserve management standard

Our reserve management standard complies with applicable regulatory requirements and supervisory guidance for stablecoin reserves, including the guidelines set forth by NYDFS for USDC reserves and the reserve requirements set forth by the MiCAR for EURC reserves.

Our reserve management standard limits the types of assets that may be included in USDC reserves to (i) U.S. Treasury securities with remaining maturities of three months or less, (ii) cash deposits at global banks, (iii) tri-party reverse repurchase agreements on an overnight basis fully collateralized by U.S. Treasury securities, in which the collateral is market-priced greater than the allocated cash amount at the time of purchase and custodied with a third-party custodian with a minimum credit rating of A, A2, or equivalent as determined by rating agencies, (iv) government money market funds, and (v) other financial instruments including digital tokenized products, where the underlying asset composition of such financial instruments is limited solely to eligible assets set forth in the preceding (i) through (iv).

Our reserve management standard also limits the types of assets that may be included in EURC reserves to (i) cash deposits at global banks, (ii) tri-party reverse repurchase agreements on an overnight basis, over-collateralized by eligible assets that constitute reserve assets under MiCAR, with appropriate margins determined based on then-current market conditions and volatility of the specific eligible assets used as collateral, (iii) euro-denominated sovereign debt securities, (iv) qualifying government bond Undertakings for Collective Investment in Transferable Securities funds, and (v) other financial instruments including digital tokenized products, where the underlying asset composition of such financial instruments is limited solely to eligible assets set forth in the preceding (i) through (iv).

We intend to continue to maintain a reserve management standard that is substantially consistent with our current standard subject to applicable law.

Our reserve management committee, chaired by our Chief Financial Officer and made up of members of senior management, sets reserve management strategy and approves guidelines within which day-to-day reserve management should be conducted, considering among other things applicable regulatory requirements and guidance, reserve asset liquidity, issuer and partner credit risk, and reserve diversification and concentration. Within the guidelines set by our reserve management committee, our reserve management and strategy team, consisting of members from our Treasury function and led by our Treasurer, manages the daily operations of Circle stablecoin reserves.

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Treatment of reserve assets

We believe that Circle stablecoins are structured in a manner that entitles the holder to absolute beneficial ownership of the underlying reserve assets, given that we hold only bare legal title to the underlying assets and have no beneficial interest or property rights in such assets. Therefore, the reserve assets backing USDC and EURC, beyond the bare legal title that we hold, should not be considered property of our bankruptcy estate in the event of a bankruptcy or insolvency. Due to the novelty of stablecoins, however, courts have not yet considered the treatment of underlying reserve assets in the context of a bankruptcy or insolvency of a stablecoin issuer and have only issued a limited number of rulings related to digital assets in the context of a bankruptcy or insolvency. Should a court conclude—consistent with our position—that the underlying reserve assets are the property of stablecoin holders, and not the bankruptcy estate, stablecoin holders may still experience delays in recovering the underlying assets due to, among other things, bankruptcy administration, ongoing litigation, or application of the automatic stay. At the same time, it is possible that a U.S. court, in the case of assets held in reserve for USDC held by non-EEA holders, or a French court, in the case of (i) EURC and (ii) assets held in reserve for USDC held by EEA holders, could instead determine that the reserve assets backing USDC and EURC, respectively, are property of our bankruptcy estate. If this were to happen, other creditors of Circle may be able to obtain recoveries from the underlying reserve assets and holders of Circle stablecoins could be treated as general unsecured creditors of Circle, which could result in Circle stablecoin holders receiving only partial recoveries rather than the full purported value of their stablecoin holdings.

In addition, following the passage of the GENIUS Act, we are exploring ways to further enhance protections and provide certainty for USDC holders in the unlikely event of insolvency. To that end, on June 30, 2025, we submitted to the OCC an application on behalf of our proposed subsidiary to form Circle National Trust as a national trust bank. In December 2025, we received conditional approval to establish Circle National Trust. Once fully approved, Circle National Trust will operate as a federally regulated trust institution, subject to OCC oversight, and will oversee the management of the USDC reserve according to our reserve management policy. Circle National Trust will hold a first-priority perfected security interest in the USDC reserve as collateral trustee for the benefit of USDC holders, and protect the interests of USDC holders in the event of insolvency. See “Business—Reserve management standard” for information regarding our standards for managing Circle stablecoin reserves.

We continue to monitor legal, regulatory, and other developments in order to take reasonable and appropriate steps to continue the safeguarding of Circle stablecoin reserves.

Key Partnerships

Collaboration with Coinbase

In 2018, we partnered with Coinbase, the leading U.S. digital asset exchange, through the Centre Consortium, a joint venture between Coinbase and us, to support the growth of USDC and promote broader adoption of stablecoins. While Coinbase was not required to distribute USDC, we shared reserve-related income to align incentives and support USDC liquidity and usage.

In August 2023, we entered into an updated Collaboration Agreement (the “Collaboration Agreement”) with Coinbase that aligns both parties around USDC growth while providing us with sole governance of our stablecoin network. Coinbase also received a minority equity stake in us, and we entered into an intellectual property license that permits Coinbase to perpetually use certain of our stablecoin trademarks (including USDC and EURC) in connection with marketing and distributing those stablecoins, subject to termination rights in certain circumstances.

Under the Collaboration Agreement, Coinbase supports usage of our stablecoins by its customers across its key products (including on- and off-ramps), and we make payments to Coinbase tied principally to net reserve income from USDC. Payments to Coinbase are calculated from a daily payment base equal to net reserve income (after certain third-party reserve management fees and expenses), from which we retain an issuer portion, we and Coinbase receive allocations based on the amount of the stablecoin held on each party’s platform, and Coinbase receives half of the remaining amount of income generated from stablecoins circulated in the broader ecosystem, after deducting amounts paid to any approved third-party ecosystem participants pursuant to our Stablecoin Ecosystem Agreement with Coinbase (the “Stablecoin Ecosystem Agreement”). In our Consolidated Financial Statements, the payments made to Coinbase under the Collaboration Agreement are recorded as distribution costs with respect to the applicable stablecoin.

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The Collaboration Agreement has an initial three-year term. Prior to the lapse of the initial term, we and Coinbase will discuss in good faith whether any modifications to the Collaboration Agreement are warranted. If such modifications are not agreed upon, the Collaboration Agreement will automatically renew for additional three-year terms unless we or Coinbase fail to meet ongoing obligations under the Collaboration Agreement. Additionally, Coinbase has a termination right if we fail to perform on our obligations under the Collaboration Agreement, and we have the right to reduce certain monthly payments if we and Coinbase are unable to agree on renewal terms and Coinbase has failed (after a cure period) to provide specified USDC support outlined in the Collaboration Agreement.

The Collaboration Agreement also addresses situations where continued payments or use of certain trademarks could be restricted by law or regulation, including provisions that could result in changes to our trademark ownership and licensing arrangements for the affected stablecoin, in each case, as outlined in the agreement. See “Risk Factors—Risks related to intellectual property—Our Collaboration Agreement with Coinbase could cause us to lose ownership or use of our trademarks upon the occurrence of certain events.” for more information regarding these provisions.

We believe that our strong alliance with Coinbase will enable us to continue to grow USDC and our stablecoin network and that the payment structure incentivizes Coinbase to grow the usage of USDC and increase USDC liquidity.

Agreements with Binance

In November 2024, we entered into an agreement (the “November Binance Agreement”) with Binance under which Binance agreed to (i) conduct marketing activities to promote USDC as the first approved participant under the Stablecoin Ecosystem Agreement and (ii) maintain a portion of its treasury in USDC. In connection with this agreement, we paid Binance a $60.3 million one-time upfront fee and agreed to pay monthly incentive fees based on USDC balances held on Binance’s platform and in its treasury (subject to minimum balance requirements), as applicable. The treasury arrangement has a two-year term.

In August 2025, we entered into an expanded agreement with Binance (the “August Binance Agreement”) relating to promotion of USDC held through our Modular Smart Contract Wallet infrastructure services, under which we agreed to pay monthly incentive fees based on USDC balances held through those services. The August Binance Agreement has a four-year term, but we and Binance may unilaterally terminate upon the occurrence of certain specified events. Upon completion of the August Binance Agreement, if we and Binance cannot reach an agreement to extend the term, there is a one-year tail during which payments and promotional obligations continue. The August Binance Agreement supersedes the non-treasury portion of the November Binance Agreement and is outside of the provisions of the Stablecoin Ecosystem Agreement.

Partnership with BlackRock

In April 2022, we entered into a memorandum of understanding with BlackRock (the “MOU”) pursuant to which we and BlackRock agreed to explore areas of collaboration related to stablecoins, including potential capital markets applications for USDC during the MOU’s three-year term. In addition, we appointed BlackRock as the exclusive manager of USDC reserves, subject to our ability to hold up to 20% of USDC cash reserves in bank deposits, and we granted BlackRock certain customary rights, including a right of first refusal for similar reserve-management arrangements for other stablecoins and notice rights for certain material transactions. The MOU also contemplated BlackRock’s plan to launch an SEC-registered money market fund specific to us and to which we would subscribe, which fund would invest pursuant to the requirements of Rule 2a-7 under the 1940 Act. Pursuant to this plan, BlackRock launched the Circle Reserve Fund in 2023, but the Circle Reserve Fund is not governed by the terms of the MOU and is therefore not impacted by it. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Composition of USDC reserves” for additional information regarding the Circle Reserve Fund.

Prior to the expiration of the MOU, we entered into a new memorandum of understanding with BlackRock in March 2025 (as amended and restated, the “New MOU”), which substantially replaces the MOU. Under the terms of the New MOU, we agreed to treat BlackRock as our preferred partner for managing stablecoin reserves and agreed to prioritize, where possible, holding our reserves for the issuance of Circle stablecoins and other products with BlackRock. In particular, we committed to maintaining at least 90% of our U.S.-managed fiat reserves for USDC (excluding bank deposits) with BlackRock managed products, unless legal, regulatory, or operational requirements mandate otherwise. Furthermore, BlackRock agreed to prioritize and prefer USDC and all Circle stablecoins for all U.S. dollar payment stablecoin-related use cases and committed not to develop and launch a competitive payment stablecoin, provided that we continue to fulfill our payment obligations for reserve management. The New MOU remains in effect for a four-year term.

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Competitive Landscape

We operate in a rapidly evolving and highly competitive industry. Although our competitive landscape can evolve given the category-defining nature of our platform, our main competition today primarily consists of private issuers of other stablecoins as well as technology startups providing tools and services to blockchain developers, including digital wallets. We are also facing increasing competition from financial services companies and newly emerging yield-bearing digital assets, including TMMFs, and blockchain network providers that seek to become the preferred rails for stablecoin issuance and settlement.

Within the competitive landscape for stablecoins, we compete primarily with two key competitor categories:

• Offshore, unregulated stablecoin issuers, like our primary competitor Tether, that operate without supervision or compliance with the requirements of being a federal- or state-licensed provider of money services; and

• Other primarily U.S.-based regulated digital asset industry participants who are issuing U.S. dollar-based stablecoins.

In addition to the competitive landscape for stablecoins, competition occurs across multiple additional layers of the digital asset and payments ecosystem, including from payment services and networks; other issuers of tokenized products (including asset-backed, algorithmic, and yield-bearing digital assets); blockchain network providers and related infrastructure providers (including those that compete to provide the base-layer settlement environment for stablecoins and tokenized assets); interoperability infrastructure providers (including cross-chain and orchestration services); digital asset custody and safekeeping providers; banks and other financial institutions; wallet providers and application platforms; providers of wallet and developer tooling that abstract away blockchain complexity and shape distribution and user experience; and national governments and central banks. Traditional financial institutions and large payment companies may also develop proprietary solutions or enter the digital asset and infrastructure market directly, and the establishment of clearer regulatory frameworks for stablecoins may further encourage new entrants, including banks with established customer bases and financial infrastructure.

While regulatory and operational requirements may create barriers to entry in certain jurisdictions, we expect competition to continue to intensify as stablecoins and blockchain-based financial infrastructure are increasingly adopted and as market participants seek to capture associated growth opportunities.

We believe we compete favorably across key competitive factors and that we have developed a platform business that is difficult to replicate. However, some of our current and potential competitors have longer operating histories, particularly with respect to digital financial services products, significantly greater financial, technical, marketing, and other resources, and larger customer bases than we do. For a comprehensive description of risks related to competition, see Item 1A “Risk Factors”.

Culture and Workforce

Our mission is to raise global economic prosperity through the frictionless exchange of value. This mission is deeply resonant with Circle employees.

Our values guide both what we deliver and, importantly, how we deliver it. We are:

• High integrity. We seek open and honest communication and hold ourselves to very high moral and ethical standards. Our customers and partners implicitly experience us as high integrity, and our customer-centric choices demonstrate this to them again and again.

• Future Forward. We embrace a transformative vision for the future, and this future forward energy is core to how we operate. Adaptive, agile and constantly looking around corners, we thrive on complexity and uncertainty, and constantly drive change through technology and its transformative potential. We question old practices and processes, always knowing that we can improve ourselves for the betterment of our customers and fulfilling our founding vision.

• Multi-stakeholder. We organize, incentivize, and measure ourselves against meeting the needs of all of our stakeholders—our customers, our shareholders, our employees and families, our local communities, and our world.

• Mindful. We seek to be present and aware, to be respectful, active listeners (with each other and with our customers alike), and to pay attention to detail. We do not rush to judgment, and when we are swept up by strong emotions we patiently observe and acknowledge them before reacting. Our mindfulness leads to better understanding, and more respectful, careful, and deliberate choices.

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• Driven by excellence. We are driven by our mission and our passion for customer success. Being driven also means that we relentlessly pursue excellence, that we do not tolerate mediocrity, that we reward based on merit, and that we work intensely to achieve our goals. We are a team that seeks to bring everyone along in our collective achievement.

Our flexible approach to where employees work helps us to recruit and retain the brightest, most dynamic talent worldwide. We take pride in fostering a culture that integrates experts from diverse experiences and skillsets. We believe we have assembled a talented group of employees who are passionate about solving significant challenges in our markets. As of December 31, 2025, we had approximately 1,100 employees.

Intellectual Property

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of trademark, patent, trade secret, and copyright laws in the United States and similar laws in other countries, as well as confidentiality procedures, contractual commitments, and other legal rights to establish, maintain, and protect our intellectual property and proprietary rights. We have an active program of establishing, maintaining, and protecting our intellectual property and proprietary rights, including our proprietary technology, through the filing of patents, registration of trademarks, and use of contractual measures and other intellectual property rights.

As of December 31, 2025, we had 27 issued patents in the United States and had filed 56 provisional patent applications in the United States, as well as 25 patent applications in foreign jurisdiction with respect to our technology. We held 393 registered trademarks in foreign jurisdictions. We also held 25 pending trademark applications in the United States, as well as 174 pending trademark applications in foreign jurisdictions. We intend to file additional trademark applications with respect to our brands.

We generally enter into agreements with our employees, consultants, contractors, and other third parties that include confidentiality and nondisclosure provisions in order to limit access to, and disclosure and use of, our confidential information, trade secrets, know-how, and proprietary technology. Those agreements also often include invention or work product assignment provisions to establish, maintain, and protect our brand and other intellectual property rights. We may also agree to license our intellectual property to third parties as part of various agreements. Intellectual property laws, procedures, and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, or misappropriated. Further, intellectual property protection may not be available to us in every country in which our products are available and the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States, and, therefore, in certain jurisdictions, we may be unable to protect our intellectual property. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or technologies that are substantially similar to ours and that compete with our business. For additional information, see Item 1A “Risk Factors—Risks related to intellectual property.”

Available Information

Our website is located at www.circle.com, and our investor relations website is located at www.investor.circle.com. Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on our investor relations website, free of charge, after we file or furnish them with the SEC and they are available on the SEC's website at www.sec.gov. We webcast via our investor relations page our earnings calls and certain events we participate in or host with members of the investment community. Our investor relations website also provides notifications of news or announcements regarding our financial performance and other items that may be material or of interest to our investors, including SEC filings, investor events, press and earnings releases, and blogs. In addition to filings with the SEC and our investor relations page, we use our blog located at www.circle.com/blog, press releases located at www.circle.com/pressroom, our X feed located at x.com/circle, and our Linkedin page located at www.linkedin.com/company/circle-internet-financial, to communicate information about earnings results and updates, which may be of interest or material to our investors. Further, corporate governance information, including our certificate of incorporation, bylaws, corporate governance guidelines, board committee charters, and code of conduct, is also available on our investor relations website under the heading “Governance.” The information contained on, or that may be accessed through our websites, is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.