Circle Internet Group, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2026

OR

For transition period from to

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

One World Trade Center, New York, NY 10007

(332)334-0660

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

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

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

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

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

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

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

As of May 6, 2026, the registrant had outstanding 229,857,799,18,718,231, andnil of shares of Class A, Class B, and Class C common stock, respectively, each with a par value of $0.0001.

Table of Contents

Glossary

Definitions

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

•“Arc,” “Arc Network,” or “Arc Blockchain” is our Layer-1 blockchain designed with unique characteristics to bring the world’s leading enterprises, financial institutions, and governments onto the internet financial system.

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

•“canonically bridged USDC” refers to USDC that has been issued by Circle on one blockchain and then officially bridged to another via Circle-supported infrastructure.

•“Circle Applications” are our products and services that facilitate coordination on the internet via digital assets, delivering practical utility to institutions, developers, and end-users.

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

•“Circle Liquidity Services” are our services that provide institutional minting, reserving, redemption, and foreign exchange services for our stablecoins, supported by our integration with the existing financial system.

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

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

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

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

•“Layer-1 blockchain” is the foundational blockchain that provides essential services like recording transactions and ensuring security.

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

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

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

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

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

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

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

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

•“secured overnight financing rate” or “SOFR” is a benchmark interest rate published by the Federal Reserve Bank of New York that reflects the cost of borrowing cash overnight collateralized with US Treasury securities.

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

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

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

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

•“USDC onchain transaction volume” consists of the sum of native USDC and canonically bridged USDC settled or processed across all natively supported blockchains, except Solana.