CIRCLE INTERNET GROUP, INC. (CRCL)

Business overview

Business Overview Our mission is to raise global economic prosperity through the frictionless exchange of value. We were founded in 2013 on the belief that we could connect the world more deeply by building a new global economic system on the foundation of the internet, and facilitate the creation of a world where everyone, everywhere can share value as easily as we can today share information, content, and communications. Financial services are undergoing a transition analogous to the internet’s evolution from closed networks to open, standardized infrastructure that enabled new applications, business models, and network effects. While the incumbent financial system has enabled substantial global economic activity and societal advancement, it remains constrained by legacy infrastructure and fragmented, intermediated networks that pass on excessive cost, slow settlement, limit interoperability, and create barriers to access.

At the same time, these constraints create a significant opportunity to modernize how value moves — unlocking faster settlement, lower costs, greater interoperability, and broader access at internet scale. We believe digital assets, public blockchain networks, and related applications and services can address these constraints and seize the opportunity available by enabling the secure, efficient storage and transfer of value on the internet that is scalable and accessible. Our platform, anchored by our stablecoin network, plays a critical role in the emerging internet financial system. We are building one of the largest and most widely used full-stack, internet financial platform businesses. The value of our platform grows as more companies and developers connect into our network and build upon our infrastructure, creating products and services that enhance utility, expand distribution, and so add value to the network.

Our Platform Our full-stack, internet financial platform business is organized around three pillars: • Arc Blockchain and Developer Infrastructure , consisting of our open, Layer-1 blockchain network purpose-built to bring real world economic activity onchain, and related developer tools and interoperability infrastructure; • Circle Digital Assets and Services , which includes our Circle Digital Assets, USDC, EURC, and USYC, as well as Circle Mint and xReserve, our related liquidity, custody, and trust infrastructure; and • Circle Applications , which includes Circle Payments Network (“CPN”) and StableFX, applications that use Circle Digital Assets to deliver real-world utility on the Arc Network and across the broader multichain ecosystem.

While we historically have been most closely associated with payment stablecoins and our revenue is primarily driven by reserve income earned on the assets backing such stablecoins, our strategy is to build the products and services that enable individuals and enterprises to exchange value using open networks, in a safe, trusted and regulated manner, fully integrated with the existing financial system. The three pillars of our platform are designed to reinforce one another: Arc is expected to provide an enterprise-grade foundation for stablecoin finance and economic activity at internet scale; Circle Digital Assets and related services supply trusted units of value and liquidity infrastructure; and Circle Applications translate that infrastructure into real-world utility for institutions, developers, and end-users.

Thousands of companies participate on our platform, providing products and services that integrate with our stablecoin network in a variety of ways, including consumer wallets and applications that allow end-users to hold and use our stablecoins, AI agents and agentic applications that can autonomously initiate and execute transactions, manage payments, and interact with onchain protocols, digital asset exchanges that enable trading of our stablecoins with other digital assets and fiat currencies, and traditional exchanges and clearing houses who are exploring stablecoin use cases. Our platform also includes regulated digital asset custodians that support institutional storage and safekeeping, blockchain networks on which our stablecoins are supported natively, and onchain protocols that provide financial and commercial building blocks such as exchange, lending, payments, and treasury functionality.

In addition, banks and neo-banks provide settlement and reserve infrastructure and increasingly use stablecoins in their own offerings. Likewise, payments companies integrate stablecoin settlement into their products and services, including processors, card networks, and remittance providers. Finally, market makers and over-the-counter liquidity providers play a critical role in supplying stablecoin liquidity across global venues and local currency markets, helping make our stablecoins broadly accessible. 8 Our platform has key advantages that differentiate us from traditional payment systems and networks, alternative stablecoin issuers, and technology startups providing tools and services to blockchain developers. […]

Management discussion and analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations in conjunction with our Consolidated Financial Statements, including the notes thereto, included elsewhere in this Form 10-K. 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 Form 10-K, particularly in the “ Risk Factors ” section. This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of the 2025 results as compared to the 2024 results, unless otherwise noted.

For a discussion of 2024 results as compared to 2023 results, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” within our Prospectus, dated June 5, 2025, filed with the SEC on Form 424B in connection with our IPO. Executive Overview In the fourth quarter and full year 2025, we continued building the infrastructure for an open, programmable internet financial system by scaling adoption of USDC and expanding our platform across product, network, and regulatory milestones. During the fourth quarter of 2025 (compared to fourth quarter of 2024): • USDC in circulation grew 72% to $75. 3 billion; USDC onchain transaction volume grew 247% to $11.

9 trillion. • Total revenue and reserve income grew 77% to $770 million. • Net Income from continuing operations increased by $129 million to $133 million. • Adjusted EBITDA grew 412% to $167 million. For the full year 2025 (compared to full year of 2024): • Total revenue and reserve income grew 64% to $2. 7 billion.

• Net Loss from continuing operations was $70 million compared to a Net Income from continuing operations in the prior year of $157 million, significantly impacted by $424 million for stock-based compensation related to vesting conditions met by our IPO. • Adjusted EBITDA grew 104% to $582 million. 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. In addition, during fiscal year 2025, we also: • Expanded USDC adoption globally as more enterprises, developers, and public institutions integrated digital dollars into real-world payments, treasury, and onchain financial workflows.

• Launched Arc in public testnet with over 100+ participants spanning banking, capital markets, digital assets, payments and technology. • Launched and expanded Circle Payments Network (CPN). • Grew EURC and USYC following our relaunch of USYC in the third quarter of 2025. • Strengthened our regulatory foundation, including receiving conditional OCC approval to establish a national trust bank, further reinforcing the infrastructure supporting USDC. 61 Overview of Business Our mission is to raise global economic prosperity through the frictionless exchange of value. We were founded in 2013, on the belief that we could connect the world more deeply by building a new global economic system on the foundation of the internet, and facilitate the creation of a world where everyone, everywhere can share value as easily as we can today share information, content, and communications.

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. Our business model is driven by the growth of our platform, including the use and continued utility of Circle Digital Assets. […]

Key risk disclosures

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

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

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

Reserve management standard Our reserve management standard complies with applicable regulatory requirements and supervisory guidance for stablecoin reserves, including the guidelines set forth by NYDFS for USDC reserves and the reserve requirements set forth by the MiCAR for EURC reserves. Our reserve management standard limits the types of assets that may be included in USDC reserves to (i) U. S. Treasury securities with remaining maturities of three months or less, (ii) cash deposits at global banks, (iii) tri-party reverse repurchase agreements on an overnight basis fully collateralized by U. S.

Treasury securities, in which the collateral is market-priced greater than the allocated cash amount at the time of purchase and custodied with a third-party custodian with a minimum credit rating of A, A2, or equivalent as determined by rating agencies, (iv) government money market funds, and (v) other financial instruments including digital tokenized products, where the underlying asset composition of such financial instruments is limited solely to eligible assets set forth in the preceding (i) through (iv).

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

We intend to continue to maintain a reserve management standard that is substantially consistent with our current standard subject to applicable law. Our reserve management committee, chaired by our Chief Financial Officer and made up of members of senior management, sets reserve management strategy and approves guidelines within which day-to-day reserve management should be conducted, considering among other things applicable regulatory requirements and guidance, reserve asset liquidity, issuer and partner credit risk, and reserve diversification and concentration. […]

Source and methodology

Review the latest Form 10-K document for the complete filing and its full context. Extraction is automated and is not a substitute for reading the original filing.

EFDP rankings, analyst growth estimates and interactive comparisons are separate protected product features.