Circle Internet Group, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2025

OR

For transition period from to

Commission File Number 333-258582

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

One World Trade Center New York, NY 10007

(332)334-0660

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

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

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

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

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

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

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

As of August 8, 2025, the registrant had outstanding 209,836,558,19,591,373, andnil of shares of Class A, Class B, and Class C common stock, respectively, each with a par value of $0.0001.

Table of Contents

Glossary

Definitions

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

•“API” or “application programming interface” is a software interface for two or more computer programs or components to communicate with each other.

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

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

•“cryptographic key” is a string of characters used to encrypt and decrypt data.

•“cryptography” is the process of encrypting and decrypting data.

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

•“distributed computing” is the process by which multiple computers work together to solve computational tasks.

•“electronic money token” or “e-money token” means a type of digital asset that purports to maintain a stable value by referencing the value of one official currency.

•“FBO account” or “for-the-benefit of account” is an account set up by a company to manage funds titled for the benefit of certain other persons. In our case, we hold the cash portion of Circle stablecoin reserves at banks in accounts that are titled FBO holders of Circle stablecoins.

•“fractional reserve banks” are banks that keep only a fraction of customer deposits in withdrawable funds and make other use of certain customer deposits, such as by lending them to borrowers or investing in financial instruments.

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

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

•“M2 money stock” is the money supply that includes cash, checking and savings account deposits, and other short-term savings deposits.

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

•“multi-party computation based wallets” or “MPC-based wallets” are digital asset wallets that use multi-party computation (i.e., a cryptographic technique that allows multiple parties to jointly compute a function without revealing their individual inputs) to offer strong security guarantees to those that manage digital assets.

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

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

•“onchain transactions” are transactions that are carried out on the blockchain from start to finish. We measure onchain transactions by parsing and querying transaction data from blockchains that support USDC.

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

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

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

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

•“proof of stake” is a consensus mechanism that blockchains can use to agree upon a single true record of data history, in which traders are required to “stake” a portion of their digital assets as collateral, and if a trader adds a transaction to the blockchain that other validators deem to be invalid, they may lose a portion of what they staked.

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

•“secured overnight financing rate” or “SOFR” is a benchmark interest rate published by the Federal Reserve Bank of New York that reflects the cost of borrowing cash overnight collateralized with US Treasury securities, used as an alternative to the London Interbank Offered Rate (LIBOR).

•“seed phrase” is a sequence of random words that stores the data required to access or recover digital assets on blockchains or in digital wallets.

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

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

•“standardized network protocols” are established sets of rules governing the transmission of data between devices.

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

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

•“tokenization” is the process whereby ownership rights in an asset are represented as digital tokens and stored on a blockchain.

•“velocity,” with respect to money, is the average number of times a unit of money is used during a specified period.

•“Web1” or “Web 1.0” refers to the state of the web in which a set of static websites were used, providing no interactive content.

•“Web2” or “Web 2.0” refers to the current version of the internet, dominated by companies that offer services in exchange for personal data.

•“Web3” or “Web 3.0” refers to decentralized applications running on the blockchain, where users can participate without the need for centralized intermediaries, offering the ability to maintain one’s privacy and ownership of data.