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Circle Internet Group (NYSE: CRCL) files 10-K/A to add Circle Reserve Fund audit

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Form Type
10-K/A

Rhea-AI Filing Summary

Circle Internet Group, Inc. filed an amendment to its Annual Report for the year ended December 31, 2025 to add separate audited financial statements for the Circle Reserve Fund, a money market fund managed by BlackRock Advisors, LLC. These statements are provided pursuant to Rule 3-09 of Regulation S-X and cover the Fund as of and for the year ended April 30, 2026, together with the report of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm.

The amendment updates Part IV, Item 15 by adding the Fund’s audited financials as Exhibit 99.1, a new Deloitte consent as Exhibit 23.2, and refreshed CEO and CFO certifications. As of March 5, 2026, Circle Internet Group had 228,100,955 Class A shares and 18,714,651 Class B shares outstanding, with no Class C shares.

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Class A shares outstanding 228,100,955 shares As of March 5, 2026, Class A common stock outstanding
Class B shares outstanding 18,714,651 shares As of March 5, 2026, Class B common stock outstanding
Class C shares outstanding 0 shares As of March 5, 2026, Class C common stock outstanding
Par value per share $0.0001 per share Par value of each class of common stock
Company fiscal year end December 31, 2025 Fiscal year covered by Circle Internet Group’s annual report
Fund fiscal year end April 30, 2026 Fiscal year covered by Circle Reserve Fund audited financial statements
Rule 3-09 of Regulation S-X regulatory
"as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act"
money market fund financial
"Circle Reserve Fund (the “Fund”), a money market fund managed by BlackRock Advisors"
A money market fund is a pooled investment that aims to keep your cash safe while earning a small return by buying very short-term loans and government or corporate IOUs. Think of it as a high-quality parking spot for cash: it’s designed for quick access and capital preservation rather than big gains, so investors use it to hold emergency funds, settle trades, or earn modest interest while awaiting other opportunities.
Inline XBRL technical
"Inline XBRL Instance Document (the instance document does not appear"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Compensation Recovery Policy regulatory
"97+§ | Compensation Recovery Policy | 10-K | 3/9/2026 | X"
non-accelerated filer regulatory
"Large accelerated filer | | Accelerated filer | Non-accelerated filer |"
A non-accelerated filer is a publicly traded company whose market value and regulatory status place it in the smaller reporting category, so it faces longer deadlines and fewer near-term compliance requirements for filing financial reports with regulators. For investors, that matters because smaller companies often provide financial updates on a slower timetable and are subject to lighter external audit rules, which can affect how quickly new information reaches the market.
Sarbanes-Oxley Act of 2002 regulatory
"as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"
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FAQ

What does Circle Internet Group (CRCL) change in this 10-K/A amendment?
Circle Internet Group adds the separate audited financial statements of the Circle Reserve Fund to its annual report, as required under Rule 3-09 of Regulation S-X, and updates certain exhibits and officer certifications.

What is the Circle Reserve Fund mentioned in CRCL’s 10-K/A?
The Circle Reserve Fund is described as a money market fund managed by BlackRock Advisors, LLC. The amendment supplies the Fund’s audited financial statements and Deloitte & Touche LLP’s audit report for the Fund’s April 30, 2026 fiscal year.

Which period does the Circle Internet Group (CRCL) amended annual report cover?
The amended annual report covers Circle Internet Group’s fiscal year ended December 31, 2025, and adds the Circle Reserve Fund’s audited financial statements for its separate fiscal year ended April 30, 2026.

How many Circle Internet Group (CRCL) shares are outstanding by class?
As of March 5, 2026, Circle Internet Group had 228,100,955 Class A shares, 18,714,651 Class B shares, and no Class C shares outstanding, each class having a par value of $0.0001 per share.

Which new exhibits are added in the Circle Internet Group (CRCL) 10-K/A?
New exhibits include the Circle Reserve Fund audited financial statements as Exhibit 99.1, a Deloitte & Touche LLP consent for the Fund as Exhibit 23.2, and updated CEO and CFO Sarbanes-Oxley certifications (Exhibits 31.1, 31.2, 32.1, and 32.2).

Does the Circle Internet Group (CRCL) 10-K/A update other 2025 disclosures?
The amendment states it does not amend, update, or restate other disclosures from the original 2025 annual report, and does not reflect events after that filing, except for the added Fund financials and related exhibits.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from         to
CIRCLE INTERNET GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4267199-2840247
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
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:
Title of each classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.0001 per share
CRCL
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company
☐
Emerging growth company☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
1

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the registrant’s shares of Class A common stock as reported by the New York Stock Exchange on June 30, 2025 was approximately $37.6 billion.
As of March 5, 2026, the registrant had outstanding 228,100,955, 18,714,651, and nil of shares of Class A, Class B, and Class C common stock, respectively, each with a par value of $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, or Proxy Statement, filed pursuant to Regulation 14A with the Securities and Exchange Commission on April 1, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Amendment No.1 on Form 10-K/A (this “Amendment”) amends and supplements the Annual Report on Form 10-K of Circle Internet Group, Inc. (the “Company”) for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2026 (the “Original Form 10-K”), solely to provide the separate audited financial statements of the Circle Reserve Fund (the “Fund”), a money market fund managed by BlackRock Advisors, LLC, as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The audited financial statements of the Fund were not available at the time of the filing of the Original Form 10-K because the Fund has a fiscal year end of April 30. Accordingly, this Amendment hereby amends Part IV, Item 15 of the Original Form 10-K solely to include the audited financial statements of the Fund as of and for the year ended April 30, 2026, together with the related report of Deloitte & Touche LLP, the Fund’s independent registered public accounting firm. The consent of Deloitte & Touche LLP is hereby included as Exhibit 23.2 of this Amendment. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Amendment includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except as described above, this Amendment does not amend, update, or restate any other information or disclosure included in the Original Form 10-K, and the Company has not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Form 10-K, except as expressly noted herein. This Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC. Without limiting the foregoing, this Amendment does not modify or update in any way the disclosures made in the Original Form 10-K affected by subsequent events, and does not reflect events occurring after the filing of the Original Form 10-K.





2

PART IV

Item 15. Exhibits, Financial Statement Schedules
ExhibitIncorporated by Reference
NumberExhibit DescriptionFormDate FiledFiled Herewith
3.1+
Amended and Restated Certificate of Incorporation
8-K
6/6/2025
3.2+
Amended and Restated Bylaws
8-K
6/6/2025
10.1+#†    
Collaboration Agreement, dated August 18, 2023, between Circle Internet Financial, LLC and Coinbase Global, Inc.
10-K3/9/2026
10.2+#†    
Stablecoin Ecosystem Agreement, dated November 14, 2024, between Circle Internet Financial, LLC and Coinbase Global, Inc.
S-1
4/1/2025
10.3+#†    
Investors' Rights Agreement, dated July 1, 2024, between Circle Internet Group, Inc. and the holders named therein
S-1
4/1/2025
10.4+§    
Employment Offer Letter of Jeremy Allaire
S-1
4/1/2025
10.5+§    
Employment Offer Letter of Jeremy Fox-Geen
S-1
4/1/2025
10.6+§    
Employment Offer Letter of Kash Razzaghi
10-K3/9/2026
10.7+§    
Employment Offer Letter of Heath Tarbert
S-1
4/1/2025
10.8+§    
Employment Offer Letter of Nikhil Chandhok
S-1
4/1/2025
10.9+§    
Circle Internet Financial Limited Share Award Scheme
S-1
4/1/2025
10.10+§    
Circle Internet Group Inc. Share Award Plan
S-1
4/1/2025
10.11+§    
Form of Circle Internet Group, Inc. Omnibus Incentive Plan
S-1
4/1/2025
10.12+§    
Form of Circle Internet Group, Inc. Employee Stock Purchase Plan
S-1
4/1/2025
10.13+§    
Circle Internet Group, Inc. Executive Severance Plan
S-1
4/1/2025
10.14†+§    
Form of Executive Severance Plan Participation Agreement
S-1
4/1/2025
10.15+
Form of Indemnification Agreement for directors and executive officers
S-1
4/1/2025
10.16+§
Form of Circle Internet Group, Inc. Restricted Share Unit Award Agreement
S-1
5/16/2025
10.17+§
Form of Circle Internet Group, Inc. Incentive Share Option Award Agreement
S-1
5/16/2025
10.18+§
Form of Circle Internet Group, Inc. Non-Qualified Share Option Award Agreement
S-1
5/16/2025
10.19+§
Form of Circle Internet Group, Inc. Non-Employee Director Restricted Share Unit Award Agreement
S-1
5/16/2025
10.20+§
Circle Internet Group, Inc. Non-Employee Director Compensation Policy
10-K3/9/2026
19.1+§
Circle Internet Group, Inc. Insider Trading Policy
10-K3/9/2026
21.1+
List of subsidiaries
10-K3/9/2026
23.1+
Consent of Deloitte & Touche LLP, independent registered public accounting firm for Circle Internet Group, Inc.
10-K3/9/2026
23.2
Consent of Deloitte & Touche LLP, independent registered public accounting firm for Circle Reserve Fund
X
31.1
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
3

32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97+§
Compensation Recovery Policy
10-K3/9/2026X
99.1
April 30, 2026 Circle Reserve Fund Audited Financial Statements
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)X
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted as in iXBRL and contained in Exhibit 101
X
+    Previously Filed
#    Portions of this exhibit have been omitted because they are both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential.
†    Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.
§    Indicates a management contract or compensatory plan.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K/A and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CIRCLE INTERNET GROUP, INC.
Date: July 13, 2026By:
/s/ Jeremy Fox-Geen
Name: Jeremy Fox-Geen
Title: Chief Financial Officer
5

Source: View Original Filing on SEC EDGAR