Circle Internet Group, Inc.

Previous wording

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

Current wording

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

Previous wording

•USDC in circulation grew 28% to $77.0 billion; USDC onchain transaction volume grew 263% to $21.5 trillion.

Current wording

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

Previous wording

See “—Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA to net income from continuing operations, the most closely comparable GAAP measure, and additional information about the limitations of our non-GAAP measures.

Current wording

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

Current wording

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

Previous wording

We currently derive a substantial majority of our revenue from reserve income on the reserve assets backing our stablecoins, USDC and EURC. Reserve income was 94.0% and 96.4% of our total revenue in the three months ended March 31, 2026 and 2025, respectively. We earn reserve income on the reserve assets backing our stablecoins in circulation at interest rates close to the prevailing SOFR during the applicable periods. We term the rate of return generated on assets held in reserve as the “reserve return rate”. See “—Key operating indicators and financial results” for the calculation of reserve return rate. The reserve income that we generate is a function of (i) our stablecoins in circulation over a given period and (ii) the reserve return rate.

Current wording

We currently derive a substantial majority of our revenue from reserve income on the reserve assets backing our stablecoins, USDC and EURC. Reserve income was 95.2% and 94.6% of our total revenue in the three and six months ended June 30, 2026, respectively. Reserve income was 96.4% of our total revenue in both the three and six months ended June 30, 2025. We earn reserve income on the reserve assets backing our stablecoins in circulation at interest rates close to the prevailing SOFR during the applicable periods. We term the rate of return generated on assets held in reserve as the “reserve return rate”. See “—Key operating indicators and financial results” for the calculation of reserve return rate. The reserve income that we generate is a function of (i) our stablecoins in circulation over a given period and (ii) the reserve return rate.

Previous wording

In addition to revenue from reserve income on the reserve assets backing our stablecoins, we continue to expand product offerings and services that benefit from and support the growth of our platform and the utility of Circle Digital Assets. Our other products contributed 6.0% and 3.6% of Circle’s total revenue in the three months ended March 31, 2026 and 2025 respectively. We believe these and other new product and service offerings will contribute to the growth of our platform and the use of Circle Digital Assets, and over time drive a flywheel of growth that has been the hallmark of successful internet-driven networks. We also expect growth in our network to drive increases in our stablecoins in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile.

Current wording

In addition to revenue from reserve income on the reserve assets backing our stablecoins, we continue to expand product offerings and services that benefit from and support the growth of our platform and the utility of Circle Digital Assets. Our other products contributed between 4.8% and 5.4% of Circle’s total revenue in both the three and six months ended June 30, 2026, respectively. Our other products contributed 3.6% of Circle's total revenue in both the three and six months ended June 30, 2025. We believe these and other new product and service offerings will contribute to the growth of our platform and the use of Circle Digital Assets, and over time drive a flywheel of growth that has been the hallmark of successful internet-driven networks. We also expect growth in our network to drive increases in our stablecoins in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile.

Previous wording

•Arc Blockchain and Related Developer Infrastructure– Arc is our open, Layer-1 blockchain purpose-built to bring real world economic activity onchain, supported by developer tools (including Circle Wallets and Circle Contracts) and interoperability services (including CCTP and Gateway) designed to reduce complexity and help developers and enterprises build and operate onchain applications that move value across networks.

Current wording

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

Previous wording

As previously announced, in October 2025, we launched the public testnet of Arc, our open, Layer-1 blockchain network purpose-built to unite programmable money and onchain innovation with real-world economic activity. Since then, more than 100 participants spanning banking, capital markets, digital assets, payments, and technology have engaged with the Arc network. As of March 31, 2026, since the launch of Arc testnet in October 2025, Arc testnet has processed 244.1 million transactions and 3.6 million transacting contracts. In addition, in the first quarter of 2026 alone, 1.6 million unique wallets transacted at least once on Arc testnet. Building on this momentum and continued ecosystem engagement, we expect to launch Arc on mainnet this year.

Current wording

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

Previous wording

On May 8, 2026, we entered into token purchase agreements with certain institutional investors, led by a16z crypto, pursuant to which we agreed to issue and sell to such purchasers an aggregate of 740 million ARC Tokens. The offer and sale of the tokens pursuant to the token purchase agreements was conducted as a private placement exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. Each purchaser has agreed to a lock-up restriction prohibiting the direct or indirect sale, transfer, assignment or other disposition of any ARC Tokens acquired in the presale for a period of not less than one year from the date of the Arc network’s transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism, and may be subject to additional restrictions on transfer until the date that is four years following such transition date.

Current wording

During the three months ended June 30, 2026, we entered into token purchase agreements with certain institutional investors, pursuant to which we agreed to issue and sell to such purchasers an aggregate of 807.5 million ARC Tokens. The offer and sale of the tokens pursuant to the token purchase agreements was conducted as a private placement exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. Each purchaser has agreed to a lock-up restriction prohibiting the direct or indirect sale, transfer, assignment or other disposition of any ARC Tokens acquired in the presale for a period of not less than one year from the date of the Arc network’s transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism, and may be subject to additional restrictions on transfer until the date that is four years following such transition date.

Previous wording

The ARC Tokens were offered and sold at a purchase price of $0.30 per token, implying a fully diluted network valuation of $3.0 billion and resulting in estimated aggregate gross proceeds to us of approximately $222.0 million. The token purchase agreements and related agreements provide for repayment rights in specified circumstances, including if the ARC Tokens are not delivered or if the Arc network has not completed the transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism on or before May 8, 2028, or if certain purchaser-specific legal, regulatory, or compliance-related conditions are not satisfied.

Current wording

The ARC Tokens were offered and sold at a purchase price of $0.30 per token, implying a fully diluted network valuation of $3.0 billion and resulting in aggregate gross proceeds to us of approximately $242.2 million. The token purchase agreements and related agreements provide for repayment rights in specified circumstances, including if the ARC Tokens are not delivered or if the Arc network has not completed the transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism on or before May 8, 2028, or if certain purchaser-specific legal, regulatory, or compliance-related conditions are not satisfied.

Previous wording

Please see the section titled “Part II, Item 1A. Risk Factors—Risks Related to Arc and ARC Tokens” for additional discussion about Arc and the ARC Token.

Current wording

Please see the section titled “Part II, Item 1A. Risk Factors—Risks Related to Arc and ARC Tokens” of the Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026 for additional discussion about Arc and the ARC Token.

Previous wording

(1)When calculating USDC in circulation, we exclude: (a) “tokens allowed but not issued,” which are tokens that exist on the Algorand, Hedera, Polkadot, and Solana blockchains due to the technical implementation of USDC on those blockchains. These tokens are held by us in restricted, segregated “tokens allowed but not issued” blockchain addresses. We do not receive any funds for their creation, and they are not redeemable for the U.S. dollar. These tokens are restricted for use while held in such blockchain addresses. These tokens cannot be redeemed for the U.S. dollar as the private keys are securely controlled by us and the blockchain addresses are not configured to allow redemption requests to be established by Circle Mint. When a minting request is received for USDC on these blockchains and the funds underlying such request are received, the corresponding amount of “tokens allowed but not issued” is transferred from the segregated “tokens allowed but not issued” addresses to the minting address via a system controlled process administered by us, at which point the tokens are considered to be USDC in circulation; (b) “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 us. 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 March 31, 2026 and 2025, there were $120.9 million and $101.0 million of “access denied tokens,” respectively; and (c) “pending burns”, which are USDC balances held within our smart contracts that are pending finalization on the blockchain. We exclude these tokens because they are not used for transactions and thus do not reflect our platform’s breadth, which as noted below, is the principal purpose for which we present USDC in circulation, end of period and USDC in circulation, average of period. We 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 our platform’s breadth. As of March 31, 2026 and 2025, there were $792.7 mill…

Excerpt shortened here; the source contains the full paragraph.

Current wording

(1)When calculating USDC in circulation, we exclude: (a) “tokens allowed but not issued,” which are tokens that exist on the Algorand, Hedera, Polkadot, and Solana blockchains due to the technical implementation of USDC on those blockchains. These tokens are held by us in restricted, segregated “tokens allowed but not issued” blockchain addresses. We do not receive any funds for their creation, and they are not redeemable for the U.S. dollar. These tokens are restricted for use while held in such blockchain addresses. These tokens cannot be redeemed for the U.S. dollar as the private keys are securely controlled by us and the blockchain addresses are not configured to allow redemption requests to be established by Circle Mint. When a minting request is received for USDC on these blockchains and the funds underlying such request are received, the corresponding amount of “tokens allowed but not issued” is transferred from the segregated “tokens allowed but not issued” addresses to the minting address via a system controlled process administered by us, at which point the tokens are considered to be USDC in circulation; (b) “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 us. 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, 2026 and 2025, there were $123.2 million and $166.6 million of “access denied tokens,” respectively; and (c) “pending burns”, which are USDC balances held within our smart contracts that are pending finalization on the blockchain. We exclude these tokens because they are not used for transactions and thus do not reflect our platform’s breadth, which as noted below, is the principal purpose for which we present USDC in circulation, end of period and USDC in circulation, average of period. We 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 our platform’s breadth. As of June 30, 2026 and 2025, there were $889.3 millio…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

(4)Net income from continuing operations margin is calculated as Net income from continuing operations divided by Total revenue and reserve income.

Current wording

(4)Net income (loss) from continuing operations margin is calculated as Net income (loss) from continuing operations divided by Total revenue and reserve income.

Previous wording

Adjusted EBITDA, a non-GAAP financial measure, is calculated as net income from continuing operations excluding: net income (loss) attributable to noncontrolling interests, depreciation and amortization expenses; interest expense, net of amortization of discounts and premiums; interest income; income tax expense (benefit); stock-based compensation expense and payroll tax expense related to stock-based compensation; 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, embedded derivatives and U.S. Treasury securities; charitable contributions to Circle Foundation; losses on sale of long-lived assets; and foreign currency exchange (gains) losses. 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 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: net income (loss) attributable to noncontrolling interests, depreciation and amortization expenses; interest expense, net of amortization of discounts and premiums; interest income; income tax expense (benefit); stock-based compensation expense and payroll tax expense related to stock-based compensation; 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, embedded derivatives and U.S. Treasury securities; charitable contributions to Circle Foundation; losses on sale of long-lived assets; and foreign currency exchange (gains) losses. 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 our stablecoins, for example, Coinbase, Binance, and others. Under the Collaboration Agreement, Coinbase receives allocations based on the amount of USDC held on its platform after our issuer retention, and Coinbase also receives half of the remaining amount tied to broader ecosystem growth after amounts paid to any approved third-party ecosystem participants pursuant to our Stablecoin Ecosystem Agreement. 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 Statements of Operations. For the three months ended March 31, 2026 and 2025, we incurred $330.6 million and $303.2 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 distributors and the circumstances in our evolving industry.

Current wording

We incur distribution costs to incentivize distributors to use and distribute our stablecoins, for example, Coinbase, Binance, and others. Under the Collaboration Agreement, Coinbase receives allocations based on the amount of USDC held on its platform after our issuer retention, and Coinbase also receives half of the remaining amount tied to broader ecosystem growth after amounts paid to any approved third-party ecosystem participants pursuant to our Stablecoin Ecosystem Agreement. 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 on our unaudited Condensed Consolidated Statements of Operations. During the three months ended June 30, 2026 and 2025, we incurred $324.6 million and $332.3 million, respectively of distribution costs in connection with our agreements with Coinbase, and during the six months ended June 30, 2026 and 2025, we incurred $655.3 million and $635.5 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 distributors and the circumstances in our evolving industry.

Previous wording

Other costs primarily comprise expenses incurred as a result of facilitating and delivering products and services, including the certain fees related to the issuance of USYC and other costs to participate in activities that enhance the utility of Circle Digital Assets stablecoins and our infrastructure.

Current wording

Other costs primarily comprise expenses incurred as a result of facilitating and delivering products and services, including certain fees related to the issuance of USYC and other costs to participate in activities that enhance the utility of Circle Digital Assets, Circle Applications and our infrastructure.

Previous wording

General and administrative expenses include costs incurred to support our business operations. Specifically, expenses incurred related to insurance policies, dues and subscriptions, professional services, bank fees, rent, travel and business lodging, and contributions and donations. We expect general and administrative expenses to grow as we continue to invest to support the overall growth of our business.

Current wording

General and administrative expenses include costs incurred to support our business operations. Specifically, expenses incurred related to insurance policies, dues and subscriptions, legal and professional services, bank fees, rent, travel and business lodging, and contributions and donations. We expect general and administrative expenses to grow as we continue to invest to support the overall growth of our business.

Previous wording

Depreciation and amortization expenses are incurred from the amortization of internally developed software, and from the amortization of intangible assets acquired in business combinations and asset acquisitions such as the technology platform, customer relationships, brand names, and licenses. We expect that our depreciation and amortization expenses will increase in future periods as we continue to invest in the development of our various digital platforms.

Current wording

Depreciation and amortization expenses are incurred from the amortization of internally developed software, and from the amortization of intangible assets acquired in business combinations and asset acquisitions such as technology platforms, customer relationships, brand names, and licenses. We expect that our depreciation and amortization expenses will increase in future periods as we continue to invest in the development of our various digital platforms.

Previous wording

IT infrastructure costs include costs incurred in operating and maintaining our platform, including network, website hosting, and infrastructure costs. IT infrastructure costs also include software and technology costs incurred to support our general business operations including cloud hosting costs, cybersecurity, electronic communications archiving software, change management, and compliance technology such as AML and KYC software. We expect IT infrastructure costs to grow as we continue to support the overall growth of our business.

Current wording

IT infrastructure costs include costs incurred in operating and maintaining our platform, including network, website hosting, and infrastructure costs. IT infrastructure costs also include software and technology costs incurred to support our general business operations including cloud hosting costs, cybersecurity, electronic communications archiving software, change management, and compliance technology such as AML and KYC software, as well as costs related to the use of AI-enabled tools and capabilities. We expect IT infrastructure costs to grow as we continue to support the overall growth of our business.

Previous wording

Digital assets are measured at fair value. Fair value measurements for digital assets are based on quoted market prices in active markets. Gains and losses upon sale of digital assets are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a first-in, first-out (“FIFO”) basis for each pool of digital assets.

Current wording

Digital assets are measured at fair value. Fair value measurements for digital assets are based on quoted market prices in active markets. Gains and losses upon sale of digital assets are measured as the difference between the proceeds and the carrying basis of the digital assets as determined on a first-in, first-out (“FIFO”) basis for each pool of digital assets.

Previous wording

•Interest income on corporate cash balances;

Current wording

•Interest income on corporate cash and cash equivalents balances;

Previous wording

Reserve income. Reserve income increased by $94.6 million, or 17.0%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, of which approximately $200.9 million of the increase is attributable to a 39.1% increase in average daily USDC in circulation reflecting increased demand for Circle Digital Assets, as well as expanded strategic partnerships and integrations. This was offset by a decrease of approximately $106.3 million attributable to a 66 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 $33.5 million, or 5.3%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, of which approximately $147.4 million of the increase is attributable to a 25.2% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins, as well as expanded strategic partnerships and integrations. This was largely offset by a decrease of approximately $113.9 million attributable to a 66 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve.

Previous wording

Other costs. Other costs increased by $1.0 million, or 311.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, largely driven by a $0.7 million increase in incentive costs for USYC issuance resulting from increased activity.

Current wording

Other costs. Other costs increased by $1.6 million, or 337.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, largely driven by a $1.4 million increase in incentive costs for USYC issuance resulting from increased activity.

Previous wording

General and administrative expenses. General and administrative expenses increased by $26.6 million, or 86.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, largely due to an $11.9 million increase in legal, professional and consulting fees, a $5.8 million increase in contributions and donations, and a $4.2 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 $23.1 million, or 53.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, largely driven by a $12.8 million increase in legal, professional and consulting fees, a $2.8 million increase in travel and entertainment costs due to Company events and associated travel expenses, a $2.2 million increase in contributions and donations, and a $1.8 million increase in audit and related fees.

Previous wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $12.9 million, or 92.8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, largely due to an $11.5 million increase in amortization expense of internally developed software, and a $0.6 million increase in depreciation.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $15.7 million, or 110.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to a $13.4 million and $1.9 million increase in amortization expense of internally developed software and acquired intangible assets, respectively.

Previous wording

IT infrastructure costs. IT infrastructure costs increased by $5.1 million, or 65.8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due to a $5.1 million increase in costs associated with software support and license costs to facilitate infrastructure build-out and enhanced product offerings.

Current wording

IT infrastructure costs. IT infrastructure costs increased by $7.6 million, or 86.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to a $4.5 million increase in software support and license costs to facilitate infrastructure build-out and enhanced product offerings and a $3.1 million increase in costs related to use of AI-enabled tools and capabilities.

Previous wording

Marketing expenses. Marketing expenses increased by $2.8 million, or 71.4%, for the three months ended March 31, 2026, compared to three months ended March 31, 2025, driven by a $1.5 million increased spending in marketing, advertising and sponsorship campaigns, and a $1.2 million increase in conference expenses.

Current wording

Marketing expenses. Marketing expenses increased by $0.7 million, or 9.4%, for the three months ended June 30, 2026, compared to three months ended June 30, 2025, driven by a $0.9 million increase in spending on marketing, advertising and sponsorship campaigns, offset by a decrease of $0.2 million in conference expenses.

Previous wording

Other revenue. Other revenue increased by $21.0 million, or 101.5%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due to a $21.9 million increase driven by additional integration services performed, increased blockchain rewards revenue, redemption fees related to our Circle stablecoins, and fund management fees. This is offset by a $1.2 million decrease in redemption fees related to our Circle Tokenized Funds.

Current wording

Other revenue. Other revenue increased by $30.7 million, or 69.1%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to a $31.4 million increase driven by additional integration services performed, blockchain rewards revenue, and higher fund management fees and redemption fees related to our Circle Tokenized Fundsand Circle stablecoins, respectively, offset by a$1.4 million decrease in the redemption fees related to our Circle Tokenized Funds.

Previous wording

Distribution and transaction costs. Distribution and transaction costs increased by $58.1 million, or 16.7%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a $27.4 million increase in distribution costs paid to Coinbase as a combined result of increased reserve income and their on-platform balances, along with an increase of $14.0 million, and $16.6 million in other distribution costs related to Binance and other strategic distribution partnerships, respectively.

Current wording

Distribution and transaction costs. Distribution and transaction costs increased by $62.0 million, or 8.2%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, driven by a $42.0 million increase in distribution costs due to increased activity with new and existing strategic distribution partnerships and a $19.8 million increase in distribution costs paid to Coinbase due to increased reserve income partially offset by a decrease in Coinbase's share of the total average USDC on-platform balances.

Previous wording

Compensation expenses. Compensation expenses increased by $62.5 million, or 82.7%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a $39.1 million increase in stock-based compensation expense primarily 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 and related to an increase in the issuance of RSUs, due to increase in average headcount, and an increase in the fair value of our Class A common stock. In addition, there was a $11.1 million increase in payroll taxes primarily related to the vesting of equity awards and an increase of $10.7 million in salaries, wages and bonus expenses due to an increase in average headcount.

Current wording

Compensation expenses. Compensation expenses decreased by $306.9 million, or 53.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, driven by $423.8 million of stock-based compensation expense recognized during the six months ended June 30, 2025 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 completion of the IPO and upon the commencement of trading of our Class A common stock on the NYSE during the six months ended June 30, 2025. Excluding the above impact, there was an increase of $81.6 million in stock-based compensation expense and a $20.5 million increase in salaries, wages and bonus expenses, both of which were due to an increase in average headcount. Additionally, there was an $11.8 million increase in payroll taxes primarily related to the vesting of equity awards.

Previous wording

Digital assets losses (gains). Digital assets losses (gains) changed by $5.4 million, or 86.3%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to $4.5 million in losses recognized during the three months ended March 31, 2025 related to the deprecation of certain legacy products, as well as a $0.9 million decrease in losses due to changes in the prices of digital assets driven by market fluctuations.

Current wording

Digital assets losses (gains). Digital assets losses (gains) changed by $5.4 million, or 97.2% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, largely due to $4.5 million in losses recognized during the six months ended June 30, 2025 related to the deprecation of certain legacy products.

Previous wording

Other income (expense), net. Other income (expense), net changed by $14.8 million, or 476.5%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due to a $5.7 million increase in interest income received on corporate cash balances, a $5.7 million increase in unrealized gains on investments, a $5.7 million increase in income from favorable foreign currency exchange rate movements, and a $4.9 million decline in losses related to changes in the fair value of investments - derivatives. This was offset by a $6.5 million loss as a combined result of the increase in the fair value of our convertible notes due to an increase in the price of our Class A common stock, and the conversion of the remaining outstanding convertible notes into Class A common stock in the first quarter of 2026.

Current wording

Other income (expense), net. Other income (expense), net changed by $193.2 million, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to the non-recurrence of prior-year fair value losses of $162.0 million related to the convertible notes that converted into Class A common stock in the first quarter of 2026. In addition, there was a $15.2 million increase in income from favorable foreign currency exchange rate movements, a $10.3 million increase in interest income received on corporate cash and cash equivalents balances, and a $7.5 million increase from favorable changes in unrealized gains and losses on investments.

Previous wording

Cash and cash equivalents (including cash and cash equivalents segregated for corporate-held stablecoins). Cash and cash equivalents (including cash and cash equivalents segregated for corporate-held stablecoins) decreased by $39.1 million, or 1.7%, as of March 31, 2026, compared to December 31, 2025. Refer to “— Liquidity and Capital Resources — Cash Flows” below for further discussion on the net cash flows from operating activities, investing activities and financing activities during the period.

Current wording

Cash and cash equivalents (including cash and cash equivalents segregated for corporate-held stablecoins). Cash and cash equivalents (including cash and cash equivalents segregated for corporate-held stablecoins) increased by $270.4 million, or 11.5%, as of June 30, 2026, compared to December 31, 2025. Refer to “— Liquidity and Capital Resources — Cash Flows” below for further discussion on the net cash flows from operating activities, investing activities and financing activities during the period.

Previous wording

Cash and cash equivalents segregated for the benefit of stablecoin holders. Cash and cash equivalents segregated for the benefit of stablecoin holders increased by $1.8 billion, or 2.4%, as of March 31, 2026, compared to December 31, 2025, due to a $1.8 billion increase in USDC in circulation. Refer to “— Liquidity and Capital Resources — Composition of USDC reserves” below for further discussion of the composition of the reserves.

Current wording

Cash and cash equivalents segregated for the benefit of stablecoin holders. Cash and cash equivalents segregated for the benefit of stablecoin holders decreased by $1.9 billion, or 2.5%, as of June 30, 2026, compared to December 31, 2025, due to a $2.0 billion decrease in USDC in circulation. Refer to “— Liquidity and Capital Resources — Composition of USDC reserves” below for further discussion of the composition of the reserves.

Previous wording

Accounts receivable, net. Accounts receivable, net increased by $9.3 million, or 14.8%, as of March 31, 2026, compared to December 31, 2025, due to a $12.1 million increase in accounts receivables related to integration services for maintenance and support fees and new blockchain launches, offset by a $2.9 million increase in credit losses and changes in the fair value of certain embedded derivatives associated with digital assets receivable for integration services due to mark-to-market fluctuations in the underlying digital assets.

Current wording

Accounts receivable, net. Accounts receivable, net increased by $42.6 million, or 67.7%, as of June 30, 2026, compared to December 31, 2025, driven by a $28.0 million increase in accounts receivables related to integration services for new blockchain launches and maintenance and support fees and a $20.2 million increase from the ARC Token presale, offset by a $5.8 million increase in provision for expected credit losses and a decrease due to unfavorable changes in the fair value of certain embedded derivatives associated with digital assets receivable for integration services.

Previous wording

Prepaid expenses and other current assets. Prepaid expenses and other current assets increased by $5.1 million, or 1.6%, as of March 31, 2026, compared to December 31, 2025, driven by a $8.3 million increase in prepaid business travel and marketing expenses and a $5.7 million increase in special one-time compensation prepaid related to an asset acquisition that closed in January 2026, offset by a $8.4 million decrease in reserve income receivables due to lower average interest rates and reduced average holdings.

Current wording

Prepaid expenses and other current assets. Prepaid expenses and other current assets decreased by $38.1 million, or 11.8%, as of June 30, 2026, compared to December 31, 2025, driven by a $25.6 million decrease in reserve income receivables due to lower average interest rates and reduced average holdings, and a $13.2 million decrease in income tax receivables.

Previous wording

Investments. Investments increased by $15.8 million, or 18.8%, as of March 31, 2026 compared to December 31, 2025 due to a $10.3 million increase in new strategic investments and a $5.5 million increase due to net unrealized gains on certain investments.

Current wording

Investments. Investments increased by $19.5 million, or 23.1%, as of June 30, 2026 compared to December 31, 2025, due to a $12.4 million increase in new strategic investments and a $6.5 million increase due to net unrealized gains on certain investments.

Previous wording

Deposits from stablecoin holders. Deposits from stablecoin holders increased by $1.9 billion, or 2.5%, as of March 31, 2026, compared to December 31, 2025. Refer to the “Cash and cash equivalents segregated for the benefit of stablecoin holders” narrative above for further discussion.

Current wording

Deposits from stablecoin holders. Deposits from stablecoin holders decreased by $2.0 billion, or 2.6%, as of June 30, 2026, compared to December 31, 2025. Refer to the “Cash and cash equivalents segregated for the benefit of stablecoin holders” narrative above for further discussion.

Previous wording

Accounts payable and accrued expenses. Accounts payable and accrued expenses decreased by $98.4 million, or 27.3%, as of March 31, 2026, compared to December 31, 2025, due to a $49.1 million decrease in stablecoin redemption liabilities, and a $46.6 million decrease in accrued compensation expenses driven by payments of the year-end accrued bonus and payroll taxes in the first quarter of 2026.

Current wording

Accounts payable and accrued expenses. Accounts payable and accrued expenses increased by $58.0 million, or 16.1%, as of June 30, 2026, compared to December 31, 2025, due to a $68.4 million increase in stablecoin redemption liabilities, a $20.0 million increase related to an acquisition of patents, offset by a $29.5 million decrease in accrued compensation expenses primarily driven by payments of the year-end accrued bonus and payroll taxes in the first quarter of 2026.

Previous wording

Convertible debt, net of debt discount. Convertible debt, net of debt discount decreased by $36.8 million, or 100.0%, as of March 31, 2026, compared to December 31, 2025 due tothe conversion of the outstanding convertible notes into Class A common stock in the first quarter of 2026.

Current wording

Convertible debt, net of debt discount. Convertible debt, net of debt discount decreased by $36.8 million, or 100.0%, as of June 30, 2026, compared to December 31, 2025, due to the conversion of the outstanding convertible notes into Class A common stock in the first quarter of 2026.