Circle Reports Fourth Quarter and Full Fiscal Year 2025 Financial Results

NEW YORK--( BUSINESS WIRE)--Circle Internet Group, Inc. (NYSE: CRCL) today announced results for the fourth quarter and full fiscal year 2025.

Fourth Quarter Highlights (Q4’25 vs. Q4’24)

Full Year Financial Highlights (FY25 vs. FY24)

Business Highlights

“The fourth quarter marked another step forward in Circle’s mission to build the infrastructure for an open, programmable internet financial system,” said Jeremy Allaire, Co-Founder, Chief Executive Officer, and Chairman at Circle. “USDC adoption continued to expand globally as more enterprises, developers, and public institutions integrated digital dollars into real-world payments, treasury, and onchain financial workflows. We saw strong engagement across our platform, meaningful progress toward launching Arc mainnet, continued growth in CPN TPV, and growing momentum for EURC and USYC. With increasing collaboration across traditional finance, fintech, and the public sector, Circle is helping build the infrastructure for a more open and resilient global financial system.”

Key Financial Results and Operating Indicators

The following table presents our key results and operating indicators, as well as the relevant GAAP measures, for the periods indicated:

Key Financial Results

2025

YoY

Change

2025

YoY

Change

($ in millions unless noted otherwise)

Total Revenue and Reserve Income

$770

77%

$2,747

64%

Revenue Less Distribution Costs (1)

$309

136%

$1,083

64%

RLDC Margin (2)

40%

1,004bps

39%

12bps

Net Income (loss) from Continuing Operations

$133

($70)

Net Income (loss) from Continuing Operations Margin (3)

17%

(3%)

Adjusted EBITDA (4)

$167

412%

$582

104%

Adjusted EBITDA Margin (4)

54%

Key Operating Indicators

2025

YoY

Change

2025

YoY

Change

($ in billions unless noted otherwise)

USDC in Circulation, end of period

$75.3

72%

$75.3

72%

USDC in Circulation, average of period

$76.2

100%

$64.9

95%

Reserve Return Rate

3.8%

(68bps)

4.1%

(90bps)

USDC on Platform, end of period

$12.5

459%

$12.5

459%

USDC on Platform, daily weighted average percentage

17.8%

1,529bps

11.1%

899bps

NM = Not Meaningful.

Revenue Less Distribution Costs (RLDC) is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs.

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

Net Income (loss) from Continuing Operations Margin is calculated as Net Income (loss) from Continuing Operations / Total Revenue and Reserve Income.

Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented. Adjusted EBITDA Margin is calculated as Adjusted EBITDA / Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs.

Fourth Quarter 2025 Financial Highlights and Operating Results

Other Platform Metrics

2025

YoY

Change

2025

YoY

Change

(USDC related figures in $ billions; meaningful wallets in millions)

USDC Minted

$82.4

107%

$257.5

82%

USDC Redeemed

$80.9

157%

$226.1

85%

Stablecoin Market Share, end of period (1)

28%

426bps

28%

426bps

Meaningful Wallets, end of period (2)

6.8

59%

6.8

59%

Defined as the amount of USDC in circulation as a percentage of USD-denominated fiat-backed stablecoins in circulation above $100 million, according to CoinMarketCap.

Onchain digital asset wallets that hold more than $10 USDC.

Guidance

To give investors insight into our business and expectations, management is providing guidance on the following key performance indicators.

Key Indicator

Period

Guidance

USDC in Circulation

Multi-year through cycle

40% CAGR

Other Revenue

FY 2026

$150-$170M

RLDC Margin (1)

FY 2026

38-40%

Adjusted Operating Expenses (2)

FY 2026

$570-$585M

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented. Beginning in the first quarter of 2026, we have amended the definition of Adjusted Operating Expenses to exclude (a) payroll tax expense related to stock-based compensation, because these taxes are directly related to stock-based compensation expense which is already excluded from Adjusted Operating Expenses and these taxes are variable with our stock price and other factors outside of our control (which will also be reflected in Adjusted EBITDA), as well as (b) certain one-time legal expenses, acquisition-related costs, and where relevant, restructuring expenses, as they reflect the same adjustments as in Adjusted EBITDA. For FY25, payroll tax expense related to stock-based compensation totaled $20.6M, certain one-time legal expenses totaled $9.5 million and acquisition-related costs totaled $0.5 million.

Conference Call and Livestream Information

Circle will host a conference call to discuss the results for the fourth quarter and full fiscal year 2025 on February 25, 2026 at 8:00 am ET. Circle’s Investor Relations website at https://investor.circle.com will provide access to the live webcast, as well as a replay of the call and transcript shortly following earnings.

In addition to filings with the Securities and Exchange Commission, Circle uses its Investor Relations website ( https://investor.circle.com), its blog ( https://www.circle.com/blog), press releases ( https://www.circle.com/pressroom), public conference calls and webcasts, its X feed ( https://x.com/circle), and its Linkedin page ( https://www.linkedin.com/company/circle-internet-financial) as a means of disclosing material nonpublic information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor these sites in addition to following Circle’s SEC filings.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial position, including our guidance for the year ending December 31, 2026; our plans with respect to the anticipated future expenses and investments; expectations relating to certain of our key financial and operating metrics; our business strategy and plans; expectations relating to legal and regulatory proceedings; expectations relating to our industry, the regulatory environment, market conditions, trends and growth; expectations relating to customer behaviors and preferences; our market position; potential market opportunities; and our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to: intense and increasing competition; periods of uncertainty, loss of trust, or systemic shocks resulting in the potential for rapid redemption request, redemption delays and USDC reserves being insufficient to meet all redemption requests; operational challenges and risks related to the new innovation of digital assets and the blockchains that support them, including due to surges in demand; impact of disruptions in secondary marketplaces that facilitate the purchase and sale of digital assets; negative developments regarding other stablecoins that could adversely affect our business; impact of negative publicity regarding digital assets or the broader industry; impact of the GENIUS Act on our payment stablecoin ecosystem; impact of other laws and regulations, including the U.S. securities laws, that affect digital assets; impact of risks associated with the issuer, manager, and custodian of the Circle Reserve Fund, which holds a substantial amount of our USDC reserves; impact of tax examinations or disputes, or changes in tax laws; our failure to develop new products and services that gain market adoption and the substantial expenditures required to bring new products and services to market; impact of a significant disruption in our partners’ technology; our failure or our providers’ failure to safeguard customer funds and digital assets; impact of the loss or destruction of keys required to access any digital assets in custody for our own account or for our customers; our inability to maintain existing relationships with financial institutions and similar firms or enter into new relationships; the impact of credit risks with respect to our counterparties; our inability to maintain existing distribution and partnership arrangements or enter into additional distribution or partnership arrangements on less favorable financial terms; risks related to the Arc blockchain network, including that it may not be successful, and any potential launch of a native token poses additional risks; our dependence on a few key distributors of our digital assets; impact of the use of our products and services to exploit third parties or facilitate illegal activity; impact of any potential ineffectiveness of our compliance program, risk management methods, or internal controls; risks related to minting and redeeming; the importance of our brand, reputation, and intellectual property to our business and the cost of protecting them; impact of a disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks; impact of the fluctuation of interest rates and currency exchange rates on our business; the fact that we are subject to an extensive and highly evolving regulatory landscape; impact of economic uncertainty or instability caused by political or geopolitical developments; and the fact that insiders continue to have substantial control over our business and could limit a stockholder’s ability to influence the outcome of key transactions, including a change of control. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results are, or will be included, in our filings we make with the SEC from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2025 to be filed with the SEC following the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

About Circle Internet Group, Inc.

Circle (NYSE: CRCL) is one of the world’s leading internet financial platform companies, building the foundation of a more open, global economy through programmable blockchain infrastructure, digital assets, and payment applications. Circle’s platform includes the world’s largest stablecoin network anchored by USDC, Circle Payments Network for global money movement, and Arc, an enterprise-grade blockchain designed to become the Economic OS for the internet. Enterprises, financial institutions, and developers use Circle to power trusted, internet-scale financial innovation.

CIRCLE INTERNET GROUP, INC. – CONSOLIDATED BALANCE SHEETS

(in $ thousands, except share information)

December 31,

2025

December 31,

2024

ASSETS

Current assets:

Cash and cash equivalents

1,526,046

750,981

Cash and cash equivalents segregated for corporate-held stablecoins

822,963

294,493

Cash and cash equivalents segregated for the benefit of stablecoin holders

75,067,932

43,918,572

Accounts receivable, net

62,866

6,418

Stablecoins receivable, net

—

6,957

Prepaid expenses and other current assets

321,660

187,528

Total current assets

77,801,467

45,164,949

Non-current assets:

Restricted cash

2,792

3,558

Investments

84,265

84,114

Fixed assets, net

22,791

18,682

Digital assets

86,515

31,330

Goodwill

265,742

169,544

Intangible assets, net

411,146

331,394

Deferred tax assets, net

11,110

10,223

Other non-current assets

27,379

20,615

Total assets

78,713,207

45,834,409

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Current liabilities:

Deposits from stablecoin holders

74,912,567

43,727,363

Accounts payable and accrued expenses

360,609

287,007

Convertible debt, net of debt discount

36,821

—

Other current liabilities

18,398

16,597

Total current liabilities

75,328,395

44,030,967

Non-current liabilities:

Convertible debt, net of debt discount

—

40,717

Deferred tax liabilities, net

28,702

29,559

Warrant liability

—

1,591

Other non-current liabilities

25,337

21,281

Total non-current liabilities

54,039

93,148

Total liabilities

75,382,434

44,124,115

Commitments and contingencies

Redeemable convertible preferred stock

Redeemable convertible preferred stock ($0.0001 par value, nil and 139.8 million shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; aggregate liquidation preference of nil and $1.1 billion as of December 31, 2025 and December 31, 2024, respectively)

—

1,139,765

Stockholders’ equity

Class A common stock ($0.0001 par value; 2.5 billion and 300.0 million authorized as of December 31, 2025 and December 31, 2024, respectively; 223.6 million and 56.4 million issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)

Class B common stock ($0.0001 par value; 500.0 million and nil authorized as of December 31, 2025 and December 31, 2024, respectively; 18.7 million and nil issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)

—

Class C common stock ($0.0001 par value; 500.0 million and nil authorized as of December 31, 2025 and December 31, 2024, respectively; nil issued and outstanding as of December 31, 2025 and December 31, 2024)

—

Treasury stock at cost (4.7 million and 5.0 million shares held as of December 31, 2025 and December 31, 2024, respectively)

(2,721

)

(2,877

)

Additional paid-in capital

4,610,216

1,792,969

Accumulated deficit

(1,292,709

)

(1,223,213

)

Accumulated other comprehensive income

14,515

3,644

Total stockholders’ equity attributable to common stockholders

3,329,327

570,529

Noncontrolling interests

1,446

—

Total stockholders’ equity

3,330,773

570,529

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

78,713,207

45,834,409

CIRCLE INTERNET GROUP, INC. – CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

Three Months Ended

Year Ended

(unaudited)

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Revenue and reserve income

Reserve income

733,396

432,967

2,636,822

1,661,084

Other revenue

36,836

2,400

109,820

15,169

Total revenue and reserve income

770,232

435,367

2,746,642

1,676,253

Distribution, transaction and other costs

Distribution and transaction costs

460,566

303,746

1,661,549

1,010,811

Other costs

884

801

2,102

6,553

Total distribution, transaction and other costs

461,450

304,547

1,663,651

1,017,364

Operating expenses

Compensation expenses

136,571

69,388

844,878

263,410

General and administrative expenses

70,971

37,700

190,272

137,283

Depreciation and amortization expenses

25,536

13,507

76,627

50,854

IT infrastructure costs

10,805

7,036

36,638

27,109

Marketing expenses

8,325

6,488

25,718

17,326

Digital assets losses (gains)

1,387

(4,093

)

5,293

(4,251

)

Total operating expenses

253,595

130,026

1,179,426

491,731

Operating income (loss) from continuing operations

55,187

794

(96,435

)

167,158

Other income (expense), net

84,995

9,573

(6,458

)

54,416

Net income (loss) from continuing operations before income taxes

140,182

10,367

(102,893

)

221,574

Income tax expense (benefit)

6,776

5,934

(33,375

)

64,583

Net income (loss) from continuing operations

133,406

4,433

(69,518

)

156,991

Loss from operations of discontinued businesses

(1,324

)

(1,324

)

Net income (loss)

133,406

3,109

(69,518

)

155,667

Less: Net loss attributable to noncontrolling interests

(10

)

(10

)

Net income (loss) attributable to common stockholders

133,416

3,109

(69,508

)

155,667

Earnings (loss) per share attributable to common stockholders:

Basic earnings (loss) per common share attributable to common stockholders:

Continuing operations

0.56

0.00

(0.44

)

0.33

Discontinued operations

(0.00

)

(0.00

)

Basic earnings (loss) per common share attributable to common stockholders

0.56

0.00

(0.44

)

0.33

Diluted earnings (loss) per common share attributable to common stockholders:

Continuing operations

0.43

0.00

(0.44

)

0.30

Discontinued operations

(0.00

)

(0.00

)

Diluted earnings (loss) per common share attributable to common stockholders

0.43

0.00

(0.44

)

0.30

Weighted-average shares used in computing earnings (loss) per share attributable to common stockholders:

Basic

236,676

54,722

158,699

54,413

Diluted

267,804

70,869

158,699

73,042

Quarterly & Annual Results of Operations

The following table summarizes certain key financial performance measures derived from our unaudited quarterly consolidated statements of operations data for each of the three months ended December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025. The information for each of these periods has been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of management, reflects all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods.

Three months ended

(in $ millions, except RLDC Margin and Net Reserve Margin)‎

December 31,

2025‎

September 30,

2025‎

June 30,

2025‎

March 31,

2025‎

December 31, ‎‎

2024‎

‎Reserve Income

$‎

733

711‎

$‎

634

$‎

558

$‎

433

Other Revenue

‎‎ ‎‎

2‎9

‎‎ ‎‎‎‎

‎‎‎

‎ ‎‎

‎‎2

Total Revenue and ‎Reserve Income

770

740

$‎‎

658

$‎

579

$‎

435

Distribution and Transaction Costs

‎‎$‎‎

461

‎‎$‎

447

‎‎$‎‎

406

$‎‎

347

‎$‎‎

304

Other Costs

‎‎

‎‎1

‎‎ ‎‎

‎ ‎‎

Total Distribution, ‎Transaction and Other ‎Costs

461

$‎

448

$‎

407

$‎‎

348

$‎

305

‎$‎

309

‎$‎‎‎

292

‎$‎

251‎‎

‎$‎

231

‎$‎‎‎

131

RLDC Margin (1)

‎

40%

‎

39%

‎

38%

40%

‎

30%

Net Reserve Margin (2)

37%‎

‎

37%

‎

36%

‎

38%

‎

30%

Note: Figures presented may not sum precisely due to rounding.

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

Net Reserve Margin is Reserve Income less Distribution and Transaction Costs as a percentage of Reserve Income.

The following table summarizes certain key financial performance measures derived from our annual consolidated statements of operations data for the years ended December 31, 2024, and December 31, 2025.

Year ended

(in $ millions, except RLDC Margin and Net Reserve Margin)‎

December 31,

2025‎

December 31, ‎

2024‎

‎Reserve Income

$‎

2,637

$‎

1,661

Other Revenue

‎‎

‎110

‎ ‎‎

Total Revenue and ‎Reserve Income

‎2,747

$‎

1,676

Distribution and Transaction Costs

1,662

‎$

1,011

Other Costs

‎

Total Distribution, ‎Transaction and Other ‎Costs

$‎

1,664

$‎‎

1,017

$‎

1,083

$‎‎

659

39%

Net Reserve Margin (2)

‎

37%

‎

39%

Note: Figures presented may not sum precisely due to rounding.

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

Net Reserve Margin is Reserve Income less Distribution and Transaction Costs as a percentage of Reserve Income.

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, Adjusted EBITDA and Adjusted Operating Expenses are non-GAAP financial measures regarding our operational performance.

Management and our board of directors use non-GAAP financial measures to (i) monitor and evaluate the growth and performance of our business operations, (ii) evaluate our historical and prospective financial performance as well as our performance relative to our competitors, (iii) review and assess the performance of our management team and other employees, and (iv) prepare budgets and evaluate strategic investments. Accordingly, we believe that non-GAAP measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Non-GAAP financial measures, including Adjusted EBITDA and Adjusted Operating Expenses, have limitations as financial measures and should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA 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; 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, and embedded derivatives; charitable contributions to Circle Foundation; losses on sale of long-lived assets; and foreign currency exchange loss (gain).

We believe it is useful to exclude non-cash charges, such as depreciation and amortization, stock-based compensation expense, and change in fair value of various financial instruments from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax expense (benefit), interest income, interest expense, and non-routine items as these items are not components of our core business operations.

Adjusted Operating Expenses

Adjusted Operating Expenses excludes depreciation and amortization, charitable contributions to Circle Foundation, digital assets losses (gains), and stock-based compensation. Beginning in the first quarter of 2026, we have amended the definition of Adjusted Operating Expenses to exclude (a) payroll tax expense related to stock-based compensation, because these taxes are directly related to stock-based compensation expense which is already excluded from Adjusted Operating Expenses and these taxes are variable with our stock price and other factors outside of our control (which will also be reflected in Adjusted EBITDA), as well as (b) certain one-time legal expenses, acquisition-related costs, and where relevant, restructuring expenses, as they reflect the same adjustments as in Adjusted EBITDA.

We believe it is useful to exclude certain non-cash charges from Adjusted Operating Expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

We have provided a reconciliation below of Adjusted EBITDA to Net Income (loss) from Continuing Operations and of Adjusted Operating Expenses to Operating Expenses, in each case, the most directly comparable GAAP financial measure.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME (LOSS) FROM CONTINUING OPERATIONS

(in $ thousands)

Three Months Ended

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Net income (loss) from continuing operations

133,406

214,385

(482,100

)

64,791

4,433

Less: Net loss attributable to noncontrolling interests

(10

)

Net income (loss) from continuing operations attributable to common stockholders

133,416

214,385

(482,100

)

64,791

4,433

Adjusted for:

Depreciation and amortization expenses

25,536

23,002

14,209

13,880

13,507

Interest expense, net of amortization of discounts and premiums

193

354

344

335

357

Interest income (1)

(16,302

)

(13,453

)

(9,952

)

(7,965

)

(8,646

)

Income tax expense (benefit)

6,776

(61,294

)

(3,903

)

25,046

5,934

Stock-based compensation expense

59,414

59,081

434,966

12,716

11,142

Legal expenses (2)

2,875

3,014

1,706

1,905

4,834

Realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and strategic investments

(25,074

)

(2,267

)

(5,738

)

8,263

(4,470

)

Realized (gains) on available-for-sale debt securities

(75

)

Impairment losses on strategic investments

500

506

1,580

Acquisition-related costs (3)

535

1,054

Change in fair value of convertible debt, warrant liability, and embedded derivatives

(42,472

)

(56,212

)

167,724

2,382

4,225

Charitable contributions to Circle Foundation (4)

23,149

Losses on sale of long-lived assets

Foreign currency exchange (gain) loss

(29

)

(655

)

8,067

539

(1,157

)

Adjusted EBITDA

167,482

166,461

125,833

122,439

32,725

Reflects interest income from corporate cash and cash and cash equivalents balances. For the avoidance of doubt, this amount does not include the impact of reserve income.

Reflects litigation expenses related to the FT Partners litigation, legal and settlement expenses related to legacy businesses, and legal fees and other costs related to the one-time establishment of new governance structures to comply with U.S. regulatory requirements.

Reflects one-time legal and professional services costs related to the Hashnote acquisition.

Reflects the charge related to the charitable contribution of shares of our Class A common stock for the benefit of Circle Foundation, a donor-advised fund.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME (LOSS) FROM CONTINUING OPERATIONS

(in $ thousands)

Year Ended

December 31, 2025

December 31, 2024

Net income (loss) from continuing operations

(69,518

)

156,991

Less: Net loss attributable to noncontrolling interests

(10

)

Net income (loss) from continuing operations attributable to common stockholders

(69,508

)

156,991

Adjusted for:

Depreciation and amortization expenses

76,627

50,854

Interest expense, net of amortization of discounts and premiums

1,226

1,906

Interest income (1)

(47,672

)

(34,712

)

Income tax expense (benefit)

(33,375

)

64,583

Stock-based compensation expense

566,177

50,134

Legal expenses (2)

9,500

9,281

Realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and strategic investments

(24,816

)

(9,464

)

Realized (gains) on available-for-sale debt securities

(88

)

Impairment losses on strategic investments

1,006

2,358

Restructuring expenses (3)

3,186

Acquisition-related costs (4)

535

1,054

Change in fair value of convertible debt, warrant liability, and embedded derivatives

71,422

(11,653

)

Charitable contributions to Circle Foundation (5)

23,149

Losses on sale of long-lived assets

Foreign currency exchange loss

7,922

368

Adjusted EBITDA

582,215

284,871

Reflects interest income from corporate cash and cash and cash equivalents balances. For the avoidance of doubt, this amount does not include the impact of reserve income.

Reflects one-time restructuring expenses incurred in connection with our change in domicile from the Republic of Ireland to the State of Delaware.

Reflects one-time legal and professional services costs related to the Hashnote acquisition.

Reflects the charge related to the charitable contribution of shares of our Class A common stock for the benefit of Circle Foundation, a donor-advised fund.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED OPERATING EXPENSES TO OPERATING EXPENSES

(in $ thousands)

Three Months Ended

December 31,

2025

September 30,

025

June 30,

2025

March 31,

2025

December 31,

2024

Operating expenses

253,595

211,127

576,718

137,986

130,026

Adjusted for:

Stock-based compensation expense (1)

(59,414

)

(59,081

)

(434,966

)

(12,716

)

(11,142

)

Depreciation and amortization expenses (2)

(25,536

)

(23,002

)

(14,209

)

(13,880

)

(13,507

)

Digital assets losses (gains) (3)

(1,387

)

1,671

693

(6,270

)

4,093

Charitable contributions to Circle Foundation (4)

(23,149

)

Adjusted Operating Expenses (prior definition)

144,109

130,715

128,236

105,120

109,470

Adjusted for:

Payroll tax expense related to stock-based compensation (5)

(8,428

)

(5,015

)

(7,164

)

Legal expenses (6)

(2,875

)

(3,014

)

(1,706

)

(1,905

)

(4,834

)

Acquisition-related costs (7)

(535

)

(1,054

)

Adjusted Operating Expenses (new definition)

132,806

122,686

119,366

102,680

103,582

Stock-based compensation expense represents equity compensation, a non-cash expense.

Depreciation and amortization expenses include depreciation of fixed assets, and amortization of capitalized engineering costs and intangible assets.

Digital assets losses (gains) represent the fair value losses/gains of digital assets, a non-cash expense.

Charitable contributions to Circle Foundation reflects the charge related to the charitable contribution of shares of our Class A common stock for the benefit of Circle Foundation, a donor-advised fund.

Reflects payroll tax expenses related to equity compensation, a non-cash expense.

Reflects one-time legal and professional services costs related to the Hashnote acquisition.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED OPERATING EXPENSES TO OPERATING EXPENSES

(in $ thousands)

Year Ended

December 31,

2025

December 31,

2024

Operating expenses

1,179,426

491,731

Adjusted for:

Stock-based compensation expense (1)

(566,177

)

(50,134

)

Depreciation and amortization expenses (2)

(76,627

)

(50,854

)

Digital assets losses (gains) (3)

(5,293

)

4,251

Charitable contributions to Circle Foundation (4)

(23,149

)

Adjusted Operating Expenses (prior definition)

508,180

394,994

Adjusted for:

Payroll tax expense related to stock-based compensation (5)

(20,607

)

Legal expenses (6)

(9,500

)

(9,281

)

Acquisition-related costs (7)

(535

)

(1,054

)

Restructuring expenses (8)

(3,186

)

Adjusted Operating Expenses (new definition)

477,538

381,473

Stock-based compensation expense represents equity compensation, a non-cash expense.

Depreciation and amortization expenses include depreciation of fixed assets, and amortization of capitalized engineering costs and intangible assets.

Digital assets losses (gains) represent the fair value losses/gains of digital assets, a non-cash expense.

Reflects payroll tax expenses related to equity compensation, a non-cash expense.

Reflects one-time legal and professional services costs related to the Hashnote acquisition.

Reflects one-time restructuring expenses incurred in connection with our change in domicile from the Republic of Ireland to the State of Delaware.

CIRCLE INTERNET GROUP, INC. – FORWARD GUIDANCE RECONCILIATION OF ADJUSTED OPERATING EXPENSES TO OPERATING EXPENSES

(in $ millions)

FY26

Low

High

Operating expenses

929

994

Adjusted for:

Stock-based compensation expense (1)

(219

)

(249

)

Depreciation and amortization expenses (2)

(108

)

(118

)

Digital assets losses (gains) (3)

Charitable contributions to Circle Foundation (4)

(17

)

(17

)

Legal expenses (5)

)

(17

)

Acquisition-related costs (6)

)

Adjusted Operating Expenses (new definition)

570

585

Stock-based compensation expense represents equity compensation and associated payroll taxes. The range of guidance depends on incremental headcount through the rest of the year and stock price.

Depreciation and amortization expense includes depreciation of fixed assets, and amortization of capitalized engineering costs and intangible assets. The range of the guidance depends on capitalization rates, total SBC and cash compensation throughout the rest of the year.

Digital assets losses (gains) represent the year to date fair value losses/gains of digital assets, a non-cash expense, and we are not forecasting the amounts in 2026.

Charitable contributions to Circle Foundation represents our anticipated transfer of 268,239 shares of Class A common stock to the Donor Advised Fund for the Circle Foundation and is a non-cash expense arising from donating the company’s equity. The amount is estimated as at the closing stock price of CRCL on February 20, 2026 ($63.02), however, such amount will be dependent on the stock price on the date of the transfer of the applicable shares, which is expected to occur in substantially equal quarterly installments throughout 2026.

Represents estimated fees associated with specific nonrecurring costs, including the one-time implementation of new governance structures to meet U.S. regulatory requirements.

Reflects special one-time compensation related to an acquihire that closed in Q1’26.