Circle Internet Group, Inc.

Previous wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the“Risk Factors” section.

Current wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical information, the following discussion and analysis contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, estimates, beliefs, and assumptions. These uncertainties and contingencies can cause actual results and the timing of events to differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the“Risk Factors” section. We undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report.

Previous 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.

Current wording

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

Previous wording

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

Current wording

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

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, 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.

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 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 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.

Current wording

Reserve income earned on the assets backing our stablecoins, USDC and EURC, represents a substantial component of our revenue. Reserve income was 76.0% and 87.5% of our total revenue in the three and nine months ended September 30, 2026, respectively. Reserve income was 96.1% and 96.3% of our total revenue in the three and nine months ended September 30, 2025, respectively. We earn reserve income 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 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.

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 24.0% and 12.5% of Circle’s total revenue in the three and nine months ended September 30, 2026, respectively. Our other products contributed 3.9% and 3.7% of Circle's total revenue in the three and nine months ended September 30, 2025, respectively. We believe these and other new product and service offerings will contribute to the growth of our platform and the use of Circle Digital Assets, and over time drive a flywheel of growth that has been the hallmark of successful internet-driven networks. We also expect growth in our network to drive increases in our stablecoins in circulation and thereby drive our reserve income. We anticipate growing these offerings in the coming years, diversifying our revenue profile.

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 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.

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. The ARC token is the native coordination asset of the Arc network.

Previous wording

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

Current wording

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

Previous wording

We believe stablecoins are the core facilitator of value exchange in the internet financial system. We believe that we are poised to lead the way in driving the growth of stablecoins, with our trusted brand, regulation-first posture, robust scalable infrastructure, institutional-grade safety and soundness, global presence, and strong interoperability. We stand to benefit as the adoption of stablecoins and the internet financial system increase, due not only to the growth in circulation of our stablecoins but also to growth of the platform that we have developed.

Current wording

We believe stablecoins are the core means of value exchange in the internet financial system. We believe that we are poised to lead the way in driving the growth of stablecoins, with our trusted brand, regulation-first posture, robust scalable infrastructure, institutional-grade safety and soundness, global presence, and strong interoperability. We stand to benefit as the adoption of stablecoins and the internet financial system increases, due not only to the growth in circulation of our stablecoins but also to growth of the platform that we have developed.

Previous wording

Our efforts to expand global awareness and distribution of our digital assets, and to grow our platform, follow a multi-pronged approach that includes: obtaining additional foreign licenses and registrations where necessary; collaboration with key strategic partners; local go-to-market strategies; and further integration with major blockchains. We expect increased awareness and interest in our platform, anchored by our stablecoin network, including both increasing penetration among our existing markets and expansion into new markets, to positively impact our performance.

Current wording

Our efforts to expand global awareness and distribution of Circle Digital Assets, and to grow our platform, follow a multi-pronged approach that includes: obtaining additional foreign licenses and registrations where necessary; collaboration with key strategic partners; local go-to-market strategies; and further integration with major blockchains. We expect increased awareness and interest in our platform, anchored by our stablecoin network, including both increasing penetration among our existing markets and expansion into new markets, to positively impact our performance.

Previous wording

We complement our products and services with enterprise-level strategic commercial partnerships, with the goal of driving growth in the distribution and adoption of our platform and Circle Digital Assets. Through these partnerships, we enable companies to offer internet-native financial services to their own customers, to the benefit of our overall network. Many of these partnerships are still in early stages, but we expect that they will contribute meaningfully to our operating and financial performance over time. A few of our strategic partners include Coinbase, who provides a variety of products and services that support the growth and utility of USDC, and Binance, who makes USDC extensively available across its full suite of products and services and adopts 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 effects of our platform business. In addition, we may enter into such arrangements where we incentivize the use of USDC in exchange for our participation in the digital asset ecosystem. We believe each of these partnerships helps to foster growth of the internet financial system broadly and of our platform and Circle Digital Assets specifically, by reaching new end-users and expanding opportunities for existing end-users.

Current wording

We complement our products and services with enterprise-level strategic commercial partnerships, with the goal of driving growth in the distribution and adoption of our platform and Circle Digital Assets. Through these partnerships, we enable companies to offer internet-native financial services to their own customers, to the benefit of our overall network. Many of these partnerships are still in early stages, but we expect that they will contribute meaningfully to our operating and financial performance over time. A few of our strategic partners include Coinbase, who provides a variety of products and services that support the growth and utility of USDC, and Binance, who makes USDC extensively available across its full suite of products and services and adopts 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 effects of our platform business. In addition, we may enter into such arrangements where we incentivize the use of USDC in exchange for participation in our digital asset ecosystem. We believe each of these partnerships helps to foster growth of the internet financial system broadly and of our platform and Circle Digital Assets specifically, by reaching new end-users and expanding opportunities for existing end-users.

Previous wording

We incur costs to incentivize distributors to use and distribute Circle Digital Assets and these distribution costs have a meaningful impact on our financial performance. For example, our distribution costs payable to key distributors such as Coinbase and Binance are directly impacted by the amount of USDC held on their respective platforms, which is in turn affected by actions and policies that we do not control or oversee. 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. Moreover, our financial performance has been, and we expect it will continue to be, affected by the mix of USDC growth driven by commercial distribution partnerships versus organic growth outside of those arrangements. To the extent USDC adoption increases through channels that do not require third-party incentive payments, our distribution costs may decrease. As we add distributors and approved participants to which incentive payments are paid, our distribution costs may increase in the future.

Current wording

We incur costs to incentivize distributors to use and distribute Circle Digital Assets and these distribution costs have a meaningful impact on our financial performance. For example, our distribution costs payable to key distributors such as Coinbase and Binance are directly impacted by the amount of USDC held on their respective platforms, which is in turn affected by actions and policies that we do not control or oversee. We have added and expect to continue to add 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. Moreover, our financial performance has been, and we expect it will continue to be, affected by the mix of USDC growth driven by commercial distribution partnerships versus organic growth outside of those arrangements. As we add distributors and approved participants to which incentive payments are paid, our distribution costs may increase in the future.

Previous wording

We derive a substantial majority of our revenue from reserve income. Fluctuations in interest rates impact reserve return rates, which in turn affect our reserve income. However, interest rates are only one contributor to reserve income, and the other primary contributor—USDC in circulation—is inherently difficult to predict given the uncertainties in end-user and customer behavior. For example, although interest rates are positively correlated with the opportunity cost of holding USDC versus other financial instruments, given the utility of USDC as a means for the exchange of value, an increase in interest rates does not necessarily result in a decrease in USDC in circulation (and vice versa). Any relationship between interest rates and USDC in circulation is complex, highly uncertain, and unproven. As a result, while we are able to predict the impact of interest rate changes on the reserve return rate, given uncertainties in end-user and customer behavior and interests and market dynamics, we are unable to accurately predict the impact of such changes on reserve income.

Current wording

Reserve income earned on the assets backing our stablecoins, USDC and EURC, represents a substantial component of our revenue. Fluctuations in interest rates impact reserve return rates, which in turn affect our reserve income. However, interest rates are only one contributor to reserve income, and the other primary contributor—USDC in circulation—is inherently difficult to predict given the uncertainties in end-user and customer behavior. For example, although interest rates are positively correlated with the opportunity cost of holding USDC versus other financial instruments, given the utility of USDC as a means for the exchange of value, an increase in interest rates does not necessarily result in a decrease in USDC in circulation (and vice versa). Any relationship between interest rates and USDC in circulation is complex, highly uncertain, and unproven. As a result, while we are able to predict the impact of interest rate changes on the reserve return rate, given uncertainties in end-user and customer behavior and interests and market dynamics, we are unable to accurately predict the impact of such changes on reserve income.

Previous wording

We have always had a “regulation-first” philosophy that underlies our operations and has led to significant investments in building a robust compliance infrastructure. However, the laws and regulations to which we are subject are rapidly evolving and increasing in scope. As a result, we monitor regulatory changes closely and we expect to continue to invest significant resources in our legal, policy, compliance, product, and engineering teams to ensure our business practices comply with, and plan and prepare for, current and future regulations. National legislation in the US (including the GENIUS Act) and abroad is expected to provide increased certainty for market participants and accelerate institutional adoption. We believe increased global regulatory clarity will result in increased conviction in stablecoins by consumers and enterprises alike, which will drive greater adoption. We believe these trends will naturally increase the growth of our platform and the use and utility of Circle Digital Assets, and set us up to be the leading regulated player in the space.

Current wording

We follow a “regulation-first” philosophy that underlies our operations and has led us to invest significantly in building a robust compliance infrastructure. Additionally, because the laws and regulations to which we are subject are rapidly evolving and increasing in scope, we monitor regulatory changes closely and we expect to continue to invest significant resources in our legal, policy, compliance, product, and engineering teams to ensure our business practices comply with, and plan and prepare for, current and future regulations. We expect that national legislation in the U.S. (including the Guiding and Establishing National Innovation for U.S. Stablecoins Act) and abroad will provide increased certainty for market participants and accelerate institutional adoption. We believe increased global regulatory clarity will result in increased conviction in stablecoins by consumers and enterprises alike, which will drive greater adoption. We believe these trends will naturally increase the growth of our platform and the use and utility of Circle Digital Assets, and set us up to be the leading regulated player in the space.

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 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.

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 September 30, 2026 and 2025, there were $131.2 million and $114.3 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 September 30, 2026 and 2025, there were $1.…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We earn interest and dividends on assets held in reserve accounts, which include cash balances held at banks and the Circle Reserve Fund, as applicable. Interest income is recognized under the effective interest method, and dividend income is recognized when declared. Reserve income is recorded on a gross basis before the impact of any distribution costs. An increase (or decrease) in the amount of our stablecoins in circulation would increase (or decrease) the amount of assets held in reserve accounts, and thus, assuming a constant reserve return rate, would result in increased (or decreased) reserve income.

Current wording

We earn interest and dividends on assets held in reserve accounts, which include cash balances held at banks, U.S. Treasury securities and the Circle Reserve Fund, as applicable. Interest income is recognized under the effective interest method, and dividend income is recognized when declared. Reserve income also includes changes in the fair value of U.S. Treasury securities held outside of the Circle Reserve Fund. Reserve income is recorded on a gross basis before the impact of any distribution costs. An increase (or decrease) in the amount of our stablecoins in circulation would increase (or decrease) the amount of assets held in reserve accounts, and thus, assuming a constant reserve return rate, would result in increased (or decreased) reserve income.

Previous wording

Other revenue consists of revenues generated from products and services that increase the utility of our platform and our Circle Digital Assets. The components of other revenue include subscription and services revenue, transaction revenue, and other revenues. Subscription and services consists of customer agreements where recurring revenue is generated from integration and maintenance services, fund management, time-based access, and user-based licensing. Transaction revenue is generated from usage-based, volume-based, or event-driven transactions. This includes fees associated with the redemption of Circle Digital Assets, blockchain rewards revenue, and use of our platform infrastructure in facilitating digital asset transactions. Other is primarily generated from fees associated with certain non-recurring services and discontinued legacy products.

Current wording

Other revenue consists of revenues generated from products and services that increase the utility of our platform and our Circle Digital Assets. The components of other revenue include subscription and services revenue, transaction revenue, and other revenues. Subscription and services consists of customer agreements where recurring revenue is generated from integration and maintenance services, fund management, time-based access, and user-based licensing. Transaction revenue is generated from usage-based, volume-based, or event-driven transactions. This includes fees associated with the redemption of Circle Digital Assets, blockchain rewards revenue, and use of our platform infrastructure in facilitating digital asset transactions. Other includes ARC token presale revenue and fees associated with certain non-recurring services and discontinued legacy products.

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 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.

Current wording

We incur distribution costs to incentivize distributors to use and distribute our stablecoins. Under the Collaboration Agreement with Coinbase, 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 September 30, 2026 and 2025, we incurred $331.3 million and $361.3 million, respectively of distribution costs in connection with our agreements with Coinbase, and during the nine months ended September 30, 2026 and 2025, we incurred $986.6 million and $996.8 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

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.

Current wording

Depreciation and amortization expenses relate to depreciation of fixed assets, amortization of internally developed software, and amortization of intangible assets acquired in business combinations and asset acquisitions such as technology platforms, customer relationships, brand names, patents 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

•Realized and unrealized gains (losses) on assets and liabilities at fair value (e.g., convertible debt, warrants, U.S. Treasury securities, derivatives, and embedded derivatives);

Current wording

•Realized and unrealized gains (losses) on assets and liabilities at fair value (e.g., convertible debt, warrants, U.S. Treasury securities other than those held as part of reserve assets, derivatives, and embedded derivatives);

Previous 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.

Current wording

Reserve income. Reserve income decreased by $53.6 million, or 7.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, of which approximately $106.5 million of the decrease is attributable to a 61 basis point decline in the average yields reflecting interest rate actions undertaken by the U.S. Federal Reserve. This was partially offset by an increase of approximately $52.8 million attributable to an 8.0% increase in average daily USDC in circulation reflecting increased demand for Circle stablecoins, as well as expanded strategic partnerships and integrations.

Previous wording

Distribution and transaction costs. Distribution and transaction costs increased by $3.9 million, or 1.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, largely driven by an $11.4 million increase in distribution costs due to increased activity with new and existing strategic distribution partnerships. This is largely offset by a $7.7 million decrease in distribution costs paid to Coinbase due to a decrease in Coinbase's share of the total average USDC on-platform balances.

Current wording

Distribution and transaction costs. Distribution and transaction costs decreased by $38.0 million, or 8.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by a $30.0 million decrease in distribution costs paid to Coinbase due to decreased reserve income partially offset by a slight increase in Coinbase's share of the total average USDC on-platform balances, along with an $8.0 million decrease in distribution costs due to lower activity with other strategic distribution partnerships.

Previous 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.

Current wording

Other costs. Other costs increased by $2.1 million, or 496.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, largely driven by a $1.5 million increase in incentive costs for USYC issuance resulting from increased activity.

Previous 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.

Current wording

General and administrative expenses. General and administrative expenses increased by $14.1 million, or 30.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, largely driven by a $10.0 million increase in legal, professional and consulting fees, and a $2.0 million increase in contributions and donations.

Previous 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.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $11.2 million, or 48.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by a $7.5 million and $3.5 million increase in amortization expense of internally developed software and acquired intangible assets, respectively.

Previous 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.

Current wording

IT infrastructure costs. IT infrastructure costs increased by $8.5 million, or 90.6%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due to a $4.9 million increase in software support and license costs to facilitate infrastructure build-out and enhanced product offerings, and a $3.6 million increase in costs related to use of AI-enabled tools and capabilities.

Previous 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.

Current wording

Marketing expenses. Marketing expenses increased by $5.7 million, or 101.3%, for the three months ended September 30, 2026, compared to three months ended September 30, 2025, driven by a $5.7 million increase in spending on sponsorship campaigns, marketing, advertising, and conference expenses.

Previous wording

Other income (expense), net. Other income (expense), net changed by $178.4 million, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to the non-recurrence of prior-year fair value losses of $168.5 million related to the convertible notes that converted into Class A common stock in the first quarter of 2026. In addition, there was a $9.5 million increase in income from favorable foreign currency exchange rate movements and a $4.6 million increase in interest income received on corporate cash and cash equivalents balances.

Current wording

Other income (expense), net. Other income (expense), net changed by $52.2 million, or 72.4%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due to the non-recurrence of prior-year fair value gains of $57.3 million related to the convertible notes that converted into Class A common stock in the first quarter of 2026 and a $17.0 million decrease primarily due to realized losses on embedded derivatives, partially offset by a $16.3 million increase in realized and unrealized gains on digital assets held as investments.

Previous wording

Reserve income. Reserve income increased by $128.1 million, or 10.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, of which approximately $348.0 million of the increase is attributable to a 31.7% 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 $220.0 million which was 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 $74.4 million, or 3.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, of which approximately $401.2 million of the increase is attributable to a 22.8% 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 $326.8 million which was attributable to a 64 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 $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.

Current wording

Other revenue. Other revenue increased by $209.5 million, or 287.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to $181.8 million of revenue related to our ARC token presale recognized during the three and nine months ended September 30, 2026, and a $17.9 million increase driven by additional integration services performed.

Previous 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.

Current wording

Distribution and transaction costs. Distribution and transaction costs increased by $24.0 million, or 2.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven by a $34.2 million increase in distribution costs due to increased activity with other strategic distribution partnerships. This was partially offset by a $10.2 million decrease in distribution costs paid to Coinbase, as a lower Coinbase share of average USDC on-platform balances more than offset higher reserve income.

Previous wording

Other costs. Other costs increased by $2.6 million, or 326.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, largely driven by a $2.2 million increase in incentive costs for USYC issuance resulting from increased activity.

Current wording

Other costs. Other costs increased by $4.7 million, or 384.4%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, largely driven by a $3.7 million increase in incentive costs for USYC issuance resulting from increased activity and a $0.7 million increase in incentive costs related to our Circle Applications.

Previous 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.

Current wording

Compensation expenses. Compensation expenses decreased by $312.1 million, or 44.1%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven by $423.8 million of stock-based compensation expense recognized during the nine months ended September 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 in June 2025. Excluding the above impact, there was an increase of $65.6 million in stock-based compensation expense primarily due to the impact of RSUs granted after the completion of the IPO in June 2025 and an increase in average headcount. In addition, there was a $23.2 million increase in salaries, wages and bonus expenses due to an increase in average headcount, a $9.3 million increase in payroll taxes primarily related to the vesting of equity awards, and a $9.3 million increase in severance expenses primarily in connection with a workforce reduction that took place during the three months ended September 30, 2026.

Previous wording

General and administrative expenses. General and administrative expenses increased by $49.7 million, or 67.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, largely driven by a $24.7 million increase in legal, professional and consulting fees, an $8.0 million increase in contributions and donations, a $7.1 million increase in travel and entertainment costs due to Company events and associated travel expenses, and a $2.7 million increase in business insurance costs.

Current wording

General and administrative expenses. General and administrative expenses increased by $63.8 million, or 53.5%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, largely driven by a $34.7 million increase in legal, professional and consulting fees, a $10.0 million increase in contributions and donations, and a $7.9 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 $28.6 million, or 101.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to a $24.9 million and $2.6 million increase in amortization expense of internally developed software and acquired intangible assets, respectively.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $39.7 million, or 77.8%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to a $32.5 million and $6.1 million increase in amortization expense of internally developed software and acquired intangible assets, respectively.

Previous wording

IT infrastructure costs. IT infrastructure costs increased $12.6 million, or 77.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to an $8.6 million increase in software support and license costs to facilitate infrastructure build-out and enhanced product offerings, and a $4.1 million increase in costs related to use of AI-enabled tools and capabilities.

Current wording

IT infrastructure costs. IT infrastructure costs increased by $21.2 million, or 81.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to a $13.5 million increase in software support and license costs to facilitate infrastructure build-out and enhanced product offerings, and a $7.7 million increase in costs related to use of AI-enabled tools and capabilities.

Previous wording

Marketing expenses. Marketing expenses increased by $3.5 million, or 29.8%, for the six months ended June 30, 2026, compared to six months ended June 30, 2025, driven by a $2.4 million increase in spending on marketing, advertising and sponsorship campaigns, and a $1.1 million increase in conference expenses.

Current wording

Marketing expenses. Marketing expenses increased by $9.2 million, or 52.9%, for the nine months ended September 30, 2026, compared to nine months ended September 30, 2025, driven by a $9.2 million increase in spending on sponsorship campaigns, marketing, advertising, and conference expenses.

Previous 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.

Current wording

Digital assets losses (gains). Digital assets losses (gains) changed by $5.9 million, or 151.2%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to $4.5 million in losses recognized during the nine months ended September 30, 2025 related to the deprecation of certain legacy products as well as a $1.4 million net increase in gains due to favorable changes in the prices of digital assets driven by market fluctuations.

Previous 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.

Current wording

Other income (expense), net. Other income (expense), net changed by $141.0 million, or 154.2%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, largely due to the non-recurrence of prior-year fair value losses of $104.8 million related to the convertible notes that converted into Class A common stock in the first quarter of 2026. In addition, there was a $15.7 million increase in income from favorable foreign currency exchange rate movements, an $11.6 million increase in realized and unrealized gains on digital assets held as investments, and an $11.0 million increase in interest income received on corporate cash and cash equivalents balances, offset by a $19.6 million decrease primarily due to realized losses on embedded derivatives.

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) 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.

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 $367.4 million, or 15.6%, as of September 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.