Circle Internet Group, Inc.

Previous wording

Circle's innovative products reach tens of millions of end-users, power thousands of businesses, and, as of June 30, 2025, USDC has been used for over $31 trillion in onchain transactions. While we have made strong progress in our pursuit of our mission and vision over the past decade, we believe the internet financial system is in its infancy with decades of growth and innovation ahead.

Current wording

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

Previous wording

Core to our network are USDC and EURC, our regulated U.S. dollar- and euro-denominated stablecoins. We launched USDC in 2018, which is the world's largest regulated payment stablecoin as measured by the amount of stablecoins in circulation. USDC makes the dollar digitally available via the internet, taking advantage of the internet’s capabilities, transparency, speed, and efficiency. In June 2022, we launched EURC utilizing the same underlying infrastructure. In July 2024, Circle Internet Financial Europe SAS became the first global stablecoin issuer to achieve compliance with MiCAR.

Current wording

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

Previous wording

Circle earns reserve income on the reserve assets backing USDC in circulation, historically at interest rates close to the prevailing SOFR during the applicable periods. We term the rate of return generated on assets held in reserve as the “reserve return rate”. See “—Key operating and financial indicators” for the calculation of reserve return rate. The reserve income that we generate is a function of USDC in circulation over a given period and the reserve return rate. Reserve income comprised between 96.4% and 98.5% of Circle’s total revenue in both the three and six months ended June 30, 2025 and 2024.

Current wording

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

Previous wording

In addition to Circle stablecoins, we continue to expand product offerings that benefit from and support the growth of the Circle stablecoin network. Our other products contributed 4% and 2% of Circle’s total revenue in both the three and six months ended June 30, 2025 and 2024, respectively. We believe these and other new product offerings will contribute to the growth of the Circle stablecoin network, and over time drive a flywheel of growth that has been the hallmark of successful internet-driven networks. We also expect growth in our network to drive increases in USDC in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile. These offerings include:

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We believe stablecoins are the core facilitator of value exchange in the internet financial system. As of June 30, 2025, there were approximately $222.7 billion of stablecoins in circulation, according to CoinMarketCap, representing a 50% growth from June 30, 2024. We believe that we are poised to lead the way in driving the growth of stablecoins, with our trusted brand, regulation-first posture, robust scalable infrastructure, institutional-grade safety and soundness, and $61.3 billion of USDC in circulation across 5.7 million MeWs as of June 30, 2025. We stand to benefit as the adoption of stablecoins and the internet financial system increase, due not only to the growth in circulation of Circle stablecoins but also due to the Circle stablecoin network that we have developed. The following chart provides an overview of MeWs at quarter end for the periods presented.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We believe we have a sizable opportunity to grow our business through the introduction of new products and services. Our blockchain infrastructure and Developer Services provide platforms upon which third-party software developers can build and create their own products and financial applications. For example, we launched our CCTP V1 offering in early 2023 and have already seen significant growth. As of June 30, 2025, CCTP V1 was live on 11 blockchains (Aptos, Arbitrum, Avalanche, Base, Ethereum, Noble, OP Mainnet, Polygon PoS, Solana, Sui and Unichain). We calculate CCTP volume by analyzing data from all blockchains on which CCTP is deployed to match receiving USDC transaction data on destination blockchains with USDC redemption data from source blockchains, and then summing up the USDC redemption volumes on the source blockchains. In early 2025, we launched CCTP V2, a fast version of CCTP that accrues revenue when a customer elects the fast transfer feature. As of June 30, 2025, CCTP V2 was available on Arbitrum, Avalanche, Base, Codex, Ethereum, Linea, OP Mainnet, Polygon PoS, Solana, Sonic, Unichain, and Worldchain, with more blockchains expected to be announced throughout 2025. As of June 30, 2025, CCTP V1 and CCTP V2 enables 210 routes and has handled approximately $57.6 billion in transfers.We continue to develop our blockchain infrastructure and Developer Services products, facilitating the development of new third-party products for the internet financial system, which we expect will in turn increase demand for Circle stablecoins and serve as a critical driver to the growth of our network. We anticipate that the products developed on our platform will drive new sources of revenue, including network service fees and additional Developer Services fees.

Current wording

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

Previous wording

Our distribution costs have a meaningful impact on our financial performance. Prior to August 2023, distribution costs were primarily a function of (i) the amount of USDC distributed by Circle and Coinbase and (ii) the amount of USDC held on each respective party’s platform. Specifically, we shared any revenue generated from USDC reserves pro rata based on the amount of USDC distributed by each respective party and the amount of USDC held on each respective party’s platform in relation to the total amount of USDC in circulation. In August 2023, we and Coinbase entered into a Collaboration Agreement, under which we make payments to Coinbase for its role in the distribution of USDC and growth in the USDC ecosystem. These payments are determined based on the daily income generated from the reserves backing USDC, less the management fees charged by non-affiliated third parties for managing such reserves (such as asset management and custody fees) and certain other expenses, which is referred to as the “payment base.” From this payment base, (i) we retain a portion ranging from an annualized low-double-digit basis point to high tenth of a basis point based on the amount of USDC in circulation on such day, in consideration of our role as stablecoin issuer and which is designed to partially reimburse us for indirect costs of issuing stablecoins and the management of the associated reserves, such as maintaining our accounting, treasury, regulatory, and compliance functions (the “issuer retention”), (ii) we and Coinbase each receive an amount equal to the remaining payment base multiplied by the percentage of such stablecoin that is held in the applicable party’s custodial products or managed wallet services at the end of such day, and (iii) after deducting amounts payable to other approved participants in the USDC ecosystem, Coinbase receives 50% of the remaining payment base. As a result, the greater the proportion of USDC in circulation held on Coinbase’s platform, the greater the proportion of reserve income payable to Coinbase. Conversely, the greater the proportion of USDC in circulation held on our platform or held outside of Circle and Coinbase platforms, the smaller the proportion of reserve income payable to Coinbase. As a result, distribution costs are impacted by the actions and policies of Coinbase and their effects on the amount of USDC in circulation held on Coinbase’s platform, which we do not control or oversee. As of June 30, 2025 and 2024, the percentage of USDC in circulation held on Circle's platform was approximately 10% and 2%, respectively; based on information provided to us by Coinbase, the percentage of USDC in circulation held on Coinbase's platform was approximately 21% and 18%, respectively; and the percentage of USDC in circulation held outside Circle's and Coinbase's platforms was approximately 69% and 80%, respectively.

Current wording

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

Previous wording

For the six months ended June 30, 2025 and 2024, the daily weighted-average percentage of USDC in circulation held on Circle’s platform was approximately 7% and 2%, respectively; based on information provided to us by Coinbase, the daily weighted-average percentage of USDC in circulation held on Coinbase’s platform was approximately 23% and 16%, respectively; and the daily weighted-average percentage of USDC in circulation held outside Circle’s and Coinbase’s platforms was approximately 70% and 82%, respectively. In addition, we and Coinbase may agree to pay a portion of the residual payment base to approved participants to incentivize the circulation of stablecoins, which may impact our distribution costs. We have added and expect to continue to add additional distributors in the future and anticipate that such distribution contracts may have different commercial terms depending on negotiations with our distributors and the circumstances in our evolving industry.

Current wording

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

Previous wording

•“access denied tokens,” which are tokens that are restricted from being accessed by the holder to comply with a law, regulation, or legal order from a duly recognized and authorized court of competent jurisdiction, or governmental or other authority with jurisdiction over the Company. When these tokens were originally issued (i.e., before they were restricted from being accessed), we received the equivalent amount of fiat currency in connection with their original minting. Upon determination that a token should be an “access denied token,” we restrict the access of the holder to such token and transfer the reserves relating to such token to a segregated bank account specifically for “access denied tokens.” The assets in such segregated bank account constitute a component of USDC reserves, and we do not extinguish the associated liability until the segregated reserve funds are transferred to the relevant law enforcement agency or government body or until the access denial request is reversed and a subsequent redemption request is made by the stablecoin holder. As of June 30, 2025 and 2024, there were $166.6 million and $80.0 million of “access denied tokens,” respectively.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

USDC in circulation and average USDC in circulation include corporate-held USDC (i.e., USDC held by us), as we routinely use USDC to pay for distribution, transaction, and other costs as well as operating expenses and thus corporate-held USDC contributes to the Circle stablecoin ecosystem’s breadth, which as noted below, is the principal purpose for which we present USDC in circulation and average USDC in circulation. As of June 30, 2025 and December 31, 2024, there was $588.3 million and $294.5 million of corporate-held USDC, respectively.

Current wording

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

Previous wording

USDC on platform is defined as the total amount of USDC on Circle’s platform, which includes USDC held within Circle Mint accounts, corporate-held USDC, and USDC held within non-custodial wallets offered through the Circle platform (including Circle’s managed wallet services such as Circle Wallets and other wallet technologies). USDC on platform provides a measure of the Circle platform’s breadth and is also used to calculate Circle’s share of reserve income under the Collaboration Agreement. USDC on platform relates solely to third parties using Circle’s platform to hold USDC (i.e., it includes USDC held within non-custodial wallets for all periods, and does not include corporate-held USDC).

Current wording

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

Previous wording

Stablecoin market share is defined as the amount of Circle stablecoins in circulation as a percentage of the total fiat-backed stablecoins (i.e., digital assets pegged to the value of a fiat currency) in circulation. Stablecoin market share reflects how much of the stablecoin market is composed of Circle stablecoins relative to the competitive landscape. Since 2021, Circle has been the second-largest issuer of stablecoins as measured by the amount of stablecoins in circulation, and as of June 30, 2025, Circle holds a 28% stablecoin market share measured by stablecoins in circulation, according to CoinMarketCap.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We incur distribution costs to incentivize distributors to use and distribute Circle stablecoins. Prior to August 2023, distribution costs were primarily a function of (i) the amount of USDC distributed by Circle and Coinbase and (ii) the amount of USDC held on each respective party’s platform. Specifically, we shared any revenue generated from USDC reserves pro rata based on the amount of USDC distributed by each respective party and the amount of USDC held on each respective party’s platform in relation to the total amount of USDC in circulation. In August 2023, we and Coinbase entered into a Collaboration Agreement, under which we make payments to Coinbase for its role in the distribution of USDC and growth in the USDC ecosystem. These payments are determined based on the daily income generated from the reserves backing USDC, less the management fees charged by non-affiliated third parties for managing such reserves (such as asset management and custody fees) and certain other expenses, which is referred to as the “payment base.” From this payment base, (i) we retain a portion ranging from an annualized low-double-digit basis point to high tenth of a basis point based on the amount of USDC in circulation on such day, in consideration of our role as stablecoin issuer (the “issuer retention”), (ii) we and Coinbase each receive an amount equal to the remaining payment base multiplied by the percentage of such stablecoin that is held in the applicable party’s custodial products or managed wallet services at the end of such day, and (iii) after deducting amounts payable to other approved participants in the USDC ecosystem, Coinbase receives 50% of the remaining payment base. The issuer retention is designed to partially reimburse us for indirect costs of issuing stablecoins and the management of the associated reserves, such as maintaining our accounting, treasury, regulatory, and compliance functions, which are generally recognized in various operating expenses including compensation expenses and general and administrative expenses in our unaudited Condensed Consolidated Statement of Operations. These deductions are accounted for as components of the overall arrangement with Coinbase as we are not providing a distinct service to issue stablecoins and manage the associated reserves. The Collaboration Agreement is accounted for as an executory contract and reflected in distribution and transaction costs in our unaudited Condensed Consolidated Statement of Operations. For the six months ended June 30, 2025 and 2024, we incurred $630.6 million and $438.6 million, respectively, of distribution costs in connection with our agreements with Coinbase. We expect our distribution expense to increase in the future, as we add distributors and approved participants. Our distribution expense will also increase to the extent our reserve income increases over time. We also anticipate new distribution arrangements may differ depending on our negotiations with our d…

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Current wording

We incur distribution costs to incentivize distributors to use and distribute Circle stablecoins. Prior to August 2023, distribution costs were primarily a function of (i) the amount of USDC distributed by Circle and Coinbase and (ii) the amount of USDC held on each respective party’s platform. Specifically, we shared any revenue generated from USDC reserves pro rata based on the amount of USDC distributed by each respective party and the amount of USDC held on each respective party’s platform in relation to the total amount of USDC in circulation. In August 2023, we and Coinbase entered into a Collaboration Agreement, under which we make payments to Coinbase for its role in the distribution of USDC and growth in the USDC ecosystem. These payments are determined based on the daily income generated from the reserves backing USDC, less the management fees charged by non-affiliated third parties for managing such reserves (such as asset management and custody fees) and certain other expenses, which is referred to as the “payment base.” From this payment base, (i) we retain a portion ranging from an annualized low-double-digit basis point to high tenth of a basis point based on the amount of USDC in circulation on such day, in consideration of our role as stablecoin issuer (the “issuer retention”), (ii) we and Coinbase each receive an amount equal to the remaining payment base multiplied by the percentage of such stablecoin that is held in the applicable party’s custodial products or managed wallet services at the end of such day, and (iii) after deducting amounts payable to other approved participants in the USDC ecosystem, Coinbase receives 50% of the remaining payment base. The issuer retention is designed to partially reimburse us for indirect costs of issuing stablecoins and the management of the associated reserves, such as maintaining our accounting, treasury, regulatory, and compliance functions, which are generally recognized in various operating expenses including compensation expenses and general and administrative expenses in our unaudited Condensed Consolidated Statement of Operations. These deductions are accounted for as components of the overall arrangement with Coinbase as we are not providing a distinct service to issue stablecoins and manage the associated reserves. The Collaboration Agreement is accounted for as an executory contract and reflected in distribution and transaction costs in our unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2025 and 2024, we incurred $989.1 million and $687.4 million, respectively, of distribution costs in connection with our agreements with Coinbase. We expect our distribution expense to increase in the future, as we add distributors and approved participants. Our distribution expense will also increase to the extent our reserve income increases over time. We also anticipate new distribution arrangements may differ depending on our negotiations with…

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Previous wording

Income tax (benefit) expense includes income taxes related to foreign jurisdictions and U.S. Federal and state income taxes. As we conduct business activities internationally, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future.

Current wording

Income tax expense (benefit) includes income taxes related to foreign jurisdictions and U.S. Federal and state income taxes. As we conduct business activities internationally, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future.

Previous wording

Reserve income. Reserve income increased by $211.0 million, or 49.9%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, of which approximately $327.4 million of the increase is attributable to a 86% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins related to digital asset trading activity, market share gains as we continue to grow in key markets, as well as expanded strategic partnerships and integrations. This was offset by a decrease of approximately $117.2 million attributable to a 103 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve.

Current wording

Reserve income. Reserve income increased by $266.0 million, or 59.8%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, of which approximately $388.1 million of the increase is attributable to a 96.1% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins related to digital asset trading activity, market share gains as we continue to grow in key markets, as well as expanded strategic partnerships and integrations. This was offset by a decrease of approximately $122.0 million attributable to a 96 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve.

Previous wording

Other revenue. Other revenue increased by $17.0 million, or 251.8%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $18.4 million increase driven by additional Integration Services performed, fund management fees, and redemption fees related to our Tokenized Funds and Circle stablecoins.

Current wording

Other revenue. Other revenue increased by $28.0 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a $27.3 million increase driven by additional integration services performed, fund management fees, blockchain rewards revenue, and redemption fees related to our Tokenized Funds and Circle stablecoins, offset by a $0.4 million decrease in other fees generated from other legacy products.

Previous wording

Distribution and transaction costs. Distribution and transaction costs increased by $159.6 million, or 64.6%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by a $90.2 million increase in distribution costs paid to Coinbase as a combined result of increased reserve income and their on-platform balances, along with a $68.7 million increase in other distribution costs related to new strategic distribution partnerships.

Current wording

Distribution and transaction costs. Distribution and transaction costs increased by $189.8 million, or 73.7%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily driven by a $109.8 million increase in distribution costs paid to Coinbase as a combined result of increased reserve income and their average on-platform balances, along with a $79.6 million increase in other distribution costs related to other strategic distribution partnerships.

Previous wording

Other costs. Other costs decreased by $1.0 million or 68.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by a decrease in the costs related to the discontinued legacy products.

Current wording

Other costs. Other costs remained flat for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous wording

Compensation expenses. Compensation expenses increased by $435.8 million, or 644.6%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by $423.8 million of stock-based compensation expense related to the vesting of RSUs for which, the service-based condition had been met prior to the IPO and the liquidity-event related performance condition was met upon the commencement of trading of our Class A common stock on the NYSE. In addition, there was an increase of$8.8 million in salaries, wages and bonus expenses due to increase in headcount.

Current wording

Compensation expenses. Compensation expenses increased by $64.0 million, or 98.1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily driven by $46.3 million increase of stock-based compensation expense related to the vesting of RSUs for which, the service-based condition had been met prior to the IPO and the liquidity-event related performance condition was met upon the commencement of trading of our Class A common stock on the NYSE. In addition, there was an increase of $9.8 million in salaries, wages and bonus expenses due to an increase in average headcount, as well as a$6.6 million increase in payroll taxes, primarily related to the vesting of RSUs.

Previous wording

General and administrative expenses. General and administrative expenses increased by $7.6 million, or 11.4% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $6.2 million increase in contributions and a $3.5 million increase in travel and entertainment costs due to Company events and associated travel expenses.

Current wording

General and administrative expenses. General and administrative expenses increased by $12.1 million or 36.4%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a $3.3 million increase in contributions, a $3.2 million increase in legal, professional and consulting fees, a $2.2 million increase in business insurance costs, and a $1.7 million increase in travel and entertainment costs due to Company events and associated travel expenses.

Previous wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $3.9 million, or 16.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $5.1 million increase in amortization expense of internally developed software, offset by a $1.3 million decrease in amortization expense of acquired intangible assets.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $9.9 million or 75.3%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a $9.6 million increase in amortization expense of internally developed software.

Previous wording

IT infrastructure costs. IT infrastructure costs increased by $1.9 million, or 27.4% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $2.1 million increase in software licenses to support infrastructure build-out and enhanced product offerings.

Current wording

IT infrastructure costs. IT infrastructure costs increased by $2.5 million, or 36.9% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a $2.6 million increase in software licenses to support infrastructure build-out and enhanced product offerings.

Previous wording

Marketing expenses. Marketing expenses increased by $2.3 million, or 40.3%, for the three months ended June 30, 2025, compared to three months ended June 30, 2024, primarily driven by $3.1 million increased spending in marketing, sponsorship campaigns and advertising expenses, offset by a decrease of $0.8 million in conference expenses.

Current wording

Marketing expenses. Marketing expenses increased by $1.2 million, or 28.3%, for the three months ended September 30, 2025, compared to three months ended September 30, 2024, primarily driven by a $1.6 million increased spending in marketing, advertising and conference expenses, offset by a decrease in sponsorship campaigns.

Previous wording

Digital assets (gains) losses. Digital assets (gains) losses changed by $3.6 million, or 123.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a change in the prices of digital assets driven by market fluctuations.

Current wording

Digital assets (gains) losses. Digital assets (gains) losses changed by $3.0 million, or 230.0%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to changes in the prices of digital assets driven by market fluctuations and increased holdings in digital assets.

Previous wording

Other (expense) income, net. Other (expense) income, net changed by $162.3 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $166.8 million increase in the fair value of our convertible debt driven by an increase in the price of our Class A common stock.

Current wording

Other (expense) income, net. Other (expense) income, net changed by $49.7 million, or 222.2%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a $48.1 million decrease in the fair value of our convertible debt driven by a decline in the price of our Class A common stock since the end of the second quarter of 2025.

Previous wording

Reserve income. Reserve income increased by $409.3 million, or 52.3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, of which approximately $628.5 million of the increase is attributable to a 89% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins related to digital asset trading activity, market share gains as we continue to grow in key markets, as well as expanded strategic partnerships and integrations. This was offset by a decrease of approximately $220.2 million which was attributable to 100 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve.

Current wording

Reserve income. Reserve income increased by $675.3 million, or 55.0%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, of which approximately $1.0 billion of the increase is attributable to a 91.6% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins related to digital asset trading activity, market share gains as we continue to grow in key markets, as well as expanded strategic partnerships and integrations. This was offset by a decrease of approximately $342.5 million which was attributable to 99 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve.

Previous wording

Other revenue. Other revenue increased by $32.2 million, or 263.8%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $37.3 million increase driven by additional Integration Services performed, fund management fees, and redemption fees related to our Tokenized Funds and Circle stablecoins, offset by a $5.1 million decrease in other fees generated from other legacy products.

Current wording

Other revenue. Other revenue increased by $60.2 million, or 471.6%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a $63.0 million increase driven by additional integration services performed, fund management fees, blockchain rewards revenue, and redemption fees related to our Tokenized Funds and Circle stablecoins, offset by a $5.8 million decrease in other fees generated from other legacy products.

Previous wording

Distribution and transaction costs. Distribution and transaction costs increased by $304.1 million, or 67.6%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by a $192.0 million increase in distribution costs paid to Coinbase as a combined result of increased reserve income and their on-platform balances, along with a $111.1 million increase in other distribution costs related to new strategic distribution partnerships.

Current wording

Distribution and transaction costs. Distribution and transaction costs increased by $493.9 million, or 69.9%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by a $301.7 million increase in distribution costs paid to Coinbase as a combined result of increased reserve income and their average on-platform balances, along with a $190.7 million increase in other distribution costs related to other strategic distribution partnerships.

Previous wording

Other costs. Other costs decreased by $4.7 million or 85.3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by a $5.1 million decrease in thecosts related to the discontinued legacy products.

Current wording

Other costs. Other costs decreased by $4.5 million or 78.8%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by a $4.1 million decrease in thecosts related to the discontinued legacy products.

Previous wording

Compensation expenses. Compensation expenses increased by $450.3 million, or 349.7%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by $423.8 million of stock-based compensation expense related to the vesting of RSUs for which, the service-based condition had been met prior to the IPO and the liquidity-event related performance condition was met upon the commencement of trading of our Class A common stock on the NYSE. Inaddition, there was an increase of $19.7 million in salaries, wages and bonus expenses due to an increase in headcount.

Current wording

Compensation expenses. Compensation expenses increased by $514.3 million, or 265.1%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by $467.8 million of stock-based compensation expense related to the vesting of RSUs for which, the service-based condition had been met prior to the IPO and the liquidity-event related performance condition was met upon the commencement of trading of our Class A common stock on the NYSE. In addition, there was an increase of $29.5 million in salaries, wages, and bonus expenses due to an increase in average headcount, as well as a $15.1 million increase in payroll taxes, primarily related to the vesting of RSUs.

Previous wording

General and administrative expenses. General and administrative expenses increased by $7.4 million or 20.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $4.5 million increase in contributions and a $2.7 million increase in travel and entertainment costs due to Company events and associated travel expenses.

Current wording

General and administrative expenses. General and administrative expenses increased by $19.7 million, or 19.8% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a $9.5 million increase in contributions, a $5.1 million increase in travel and entertainment costs due to Company events and associated travel expenses, and a $1.6 million increase in business insurance costs.

Previous wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $1.6 million or 12.5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $2.1 million increase in amortization expense of internally developed software, offset by a $0.6 million decrease in amortization expense of acquired intangible assets.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $13.7 million, or 36.8%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a $14.7 million increase in amortization expense of internally developed software, offset by a $1.6 million decrease in amortization expense of acquired intangible assets.

Previous wording

IT infrastructure costs. IT infrastructure costs increased $3.2 million, or 24.4%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $3.7 million increase in software licenses to support infrastructure build-out and enhanced product offerings.

Current wording

IT infrastructure costs. IT infrastructure costs increased $5.8 million, or 28.7%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a $6.3 million increase in software licenses to support infrastructure build-out and enhanced product offerings.

Previous wording

Marketing expenses. Marketing expenses increased by $5.3 million, or 82.3%, for the six months ended June 30, 2025, compared to six months ended June 30, 2024, primarily driven by $6.1 million increased spending in marketing, sponsorship campaigns and advertising expenses, offset by a decrease of $0.8 million in conference expenses.

Current wording

Marketing expenses. Marketing expenses increased by $6.6 million, or 60.5%, for the nine months ended September 30, 2025, compared to nine months ended September 30, 2024, primarily driven by $7.0 million increased spending in marketing, advertising and sponsorship campaigns.

Previous wording

Digital assets (gains) losses. Digital assets (gains) losses changed by $7.0 million, or 486.2%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a change in the prices of digital assets driven by market fluctuations.

Current wording

Digital assets (gains) losses. Digital assets (gains) losses changed by $4.1 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to changes in the prices of digital assets driven by market fluctuations and increased holdings in digital assets.

Previous wording

Other (expense) income, net. Other (expense) income, net changed by $186.0 million, or 827.5% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $167.6 million increase in the fair value of our convertible debt driven by an increase in the price of our Class A common stock.

Current wording

Other (expense) income, net. Other (expense) income, net changed by $136.3 million, or 303.9% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a $119.5 million increase in the fair value of our convertible debt driven by an increase in the price of our Class A common stock,