Core Insights - Circle Internet Group, Inc. reported revenue of $658.08 million for the quarter ended June 2025, showing no change year-over-year, with an EPS of $1.02 compared to $0 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $645.35 million by 1.97%, while the EPS surprised by 251.72% against the consensus estimate of $0.29 [1] Financial Performance - The company’s stock has returned -21.3% over the past month, contrasting with the Zacks S&P 500 composite's +2% change, and currently holds a Zacks Rank 3 (Hold) [3] - USDC in circulation at the end of the period was $61.3 billion, slightly below the estimated $61.73 billion [4] - The reserve return rate was reported at 4.1%, matching the average estimate [4] - Average USDC in circulation was $61 billion, slightly above the estimated $60.61 billion [4] - Other revenue reached $23.8 million, surpassing the three-analyst average estimate of $18.4 million [4] - Reserve income was reported at $634.27 million, exceeding the estimated $627.09 million [4]

Table of Contents As filed with the Securities and Exchange Commission on August 12, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIRCLE INTERNET GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 6199 99-2840247 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Nu ...

Core Insights - Circle Internet Group, Inc. (CRCL) reported strong second-quarter financial results in its first earnings report as a publicly traded company, leading to a rise in stock price [1] Financial Performance - As of June 30, Circle's USDC stablecoin reached $61.3 billion in circulation, with further growth to $65.2 billion by August 10, marking approximately 90% year-over-year growth [2][3] - On-chain USDC transaction volume grew 5.4 times year-over-year to nearly $6 trillion in Q2, with July alone seeing $2.4 trillion in transactions [3] Market Demand and Infrastructure - The CEO highlighted the increasing demand for stablecoin-based finance across various industries, supported by the launch of the Circle Payments Network and Arc, a new blockchain designed for stablecoin finance [4][5] - The company is positioned at a pivotal moment for mainstream adoption of stablecoins, with a focus on building the necessary infrastructure to support major financial firms and enterprises [5][6]

Core Insights - Circle's USDC transaction volume reached $5.9 trillion, reflecting a 5.4x year-over-year increase, while the company captured 28% of the fiat-backed stablecoin market [1][6] - The company reported $658 million in revenue for Q2, with USDC circulation increasing by 90% to $61.3 billion [1][5] - Circle's IPO in June was one of the largest FinTech debuts of the year, marking a significant moment for the company and the stablecoin sector [3][4] Financial Performance - Circle's total revenue and reserve income rose 53% year-over-year to $658 million, with reserve income primarily driven by an 86% increase in average USDC circulation [5][14] - The number of "meaningful wallets" holding more than $10 USDC increased by 68% to 5.7 million [6] - Other revenue sources, including subscription and transaction fees, surged 252% year-over-year to $24 million, indicating early success in diversifying revenue streams [14] Market Position and Regulatory Environment - Circle's market share in the fiat-backed stablecoin sector increased by 595 basis points year-over-year [6] - The GENIUS Act, signed into law, establishes a federal framework for payment stablecoins, affirming that regulated issuers like Circle are not issuing securities [4] - The company is positioned to redefine corporate money movement if it maintains its regulatory lead and expands its infrastructure [11] Product Development and Partnerships - Circle launched the Circle Payments Network (CPN) to facilitate stablecoin payments for financial institutions, with plans for new corridors and enterprise capabilities [7][8] - The company introduced Circle Gateway for instant cross-chain liquidity, allowing users to manage USDC balances across blockchains efficiently [9] - Partnerships with major players like Binance and Corpay are expanding USDC's adoption in payments and treasury management [12][13] Future Outlook - Circle's ambitious infrastructure project, Arc, aims to create an open Layer-1 blockchain for stablecoin finance, with a public testnet expected this fall [10] - The competitive landscape is evolving, with yield-bearing digital assets emerging as alternatives for corporate treasurers, which may impact USDC's adoption [15]

周二，"稳定币第一股"Circle(CRCL.US)开盘涨超11%，报179.31美元。消息面上，该公司Q2业绩显示， 总收入和储备收入同比增长53%至6.58亿美元，主要受USDC流通量大幅增长推动;净亏损4.82亿美元， 主要受IPO相关非现金费用5.91亿美元影响，包括4.24亿美元股权激励费用;业绩指引方面，管理层预计 USDC流通量多年复合增长率40%。 本文源自：智通财经网 ...

Group 1 - The core viewpoint of the article highlights Circle's strong Q2 performance, with total revenue and reserve revenue increasing by 53% year-over-year to $658 million, driven by significant growth in USDC circulation [1] - The company reported a net loss of $482 million, primarily due to non-cash expenses related to its IPO, which included $591 million in total expenses and $424 million in stock-based compensation [1] - Management expects a compound annual growth rate of 40% for USDC circulation over the coming years, indicating strong future growth potential [1] Group 2 - Circle's stock opened with an increase of over 11%, reaching $179.31 [1] - The substantial growth in revenue is attributed to the increased circulation of USDC, reflecting a positive trend in the stablecoin market [1] - The company's financial performance and optimistic guidance suggest a robust outlook for the stablecoin sector [1]

智通财经APP获悉，周二，"稳定币第一股"Circle(CRCL.US)开盘涨超11%，报179.31美元。消息面上， 该公司Q2业绩显示，总收入和储备收入同比增长53%至6.58亿美元，主要受USDC流通量大幅增长推动; 净亏损4.82亿美元，主要受IPO相关非现金费用5.91亿美元影响，包括4.24亿美元股权激励费用;业绩指 引方面，管理层预计USDC流通量多年复合增长率40%。 ...

PART I [Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company's H1 2025 financials show significant asset and liability growth from increased USDC circulation, a $583 million IPO, and a $417.3 million net loss due to $423.8 million in stock-based compensation [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $64.2 billion and liabilities to $61.8 billion by June 30, 2025, driven by a $17.4 billion rise in stablecoin-related cash and deposits, while equity grew to $2.37 billion from the IPO and preferred stock conversion | (in thousands) | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,118,119 | $750,981 | | Cash and cash equivalents segregated for the benefit of stablecoin holders | $61,365,920 | $43,918,572 | | Goodwill | $266,384 | $169,544 | | Intangible assets, net | $396,969 | $331,394 | | **Total Assets** | **$64,153,508** | **$45,834,409** | | **Liabilities & Equity** | | | | Deposits from stablecoin holders | $61,101,523 | $43,727,363 | | **Total Liabilities** | **$61,782,677** | **$44,124,115** | | Redeemable convertible preferred stock | $— | $1,139,765 | | Additional paid-in capital | $3,998,827 | $1,792,969 | | Accumulated deficit | ($1,640,510) | ($1,223,213) | | **Total Stockholders' Equity** | **$2,370,831** | **$570,529** | [Condensed Consolidated Statements Of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Operations) The company reported a net loss of $482.1 million for Q2 2025 and $417.3 million for H1 2025, primarily due to a surge in compensation expenses from IPO-related stock-based compensation, despite revenue growth to $658.1 million and $1.24 billion respectively | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenue and reserve income | $658,078 | $430,030 | $1,236,651 | $795,124 | | Compensation expenses | $503,392 | $67,604 | $579,012 | $128,753 | | Operating income (loss) | ($325,582) | $50,246 | ($232,642) | $102,565 | | Net income (loss) | ($482,100) | $32,923 | ($417,309) | $81,562 | | Earnings (loss) per share, basic | ($4.48) | $0.00 | ($5.04) | $0.00 | [Condensed Consolidated Statements Of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Cash%20Flows) Net cash from operations was $303.7 million, investing used $46.1 million, and financing provided $17.8 billion, primarily from stablecoin deposits and IPO proceeds, leading to an $18.1 billion increase in total cash and equivalents by June 30, 2025 | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $303,716 | $124,955 | | Net cash (used in) provided by investing activities | ($46,108) | $52,221 | | Net cash provided by financing activities | $17,797,061 | $7,632,000 | | Net increase in cash and cash equivalents | $18,107,916 | $7,806,941 | [Notes To Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20To%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the June 2025 IPO's $583 million net proceeds and $423.8 million stock-based compensation, the $100.1 million Hashnote acquisition, primary revenue from reserve income, and an unquantifiable legal dispute with FT Partners - In June 2025, the company completed its IPO, raising net proceeds of **$583.0 million**. This event triggered the conversion of all redeemable convertible preferred stock into **139.8 million** shares of Class A common stock[30](index=30&type=chunk)[31](index=31&type=chunk) - The IPO caused the vesting of certain performance-based RSUs, resulting in the recognition of **$423.8 million** of stock-based compensation expense[32](index=32&type=chunk)[120](index=120&type=chunk) - In January 2025, the company acquired Hashnote for approximately **$100.1 million**, consisting of **$10.2 million** in cash and **2.9 million** shares of Class A common stock. The acquisition resulted in **$96.8 million** of goodwill[50](index=50&type=chunk)[54](index=54&type=chunk) - The company is in a legal dispute with a former financial advisor, FT Partners, regarding advisory fees. The company disputes the claim, and the outcome cannot be reasonably quantified at this time[132](index=132&type=chunk) [Management's Discussion And Analysis Of Financial Condition And Results Of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) Management attributes performance to USDC growth, with reserve income rising to $1.19 billion despite a net loss of $417.3 million due to a one-time $423.8 million stock compensation expense, emphasizing regulatory approach and strategic partnerships Key Operating and Financial Indicators (Six Months Ended June 30) | (in millions, except percentages) | 2025 | 2024 | | :--- | :--- | :--- | | Average USDC in circulation | $57,574 | $30,405 | | Reserve return rate | 4.2% | 5.2% | | Total revenue and reserve income | $1,237 | $795 | | Net income (loss) from continuing operations | ($417) | $82 | | Adjusted EBITDA (Non-GAAP) | $248 | $159 | - The increase in reserve income for H1 2025 was driven by an **89%** increase in average daily USDC circulation, which was partially offset by a **100 basis point** decline in average yields[217](index=217&type=chunk) - Compensation expenses for H1 2025 increased by **$450.3 million** year-over-year, primarily due to **$423.8 million** in stock-based compensation expense recognized upon the IPO[221](index=221&type=chunk) Composition of USDC Reserves (as of June 30, 2025) | Asset Class | Fair Value (in millions) | Average Yield (Q2 2025) | | :--- | :--- | :--- | | Cash | $8,233 | 3.45% | | Circle Reserve Fund | $53,165 | 4.24% | [Quantitative And Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity, with a 100 bps rate increase potentially boosting annual reserve income by $618 million, while foreign currency risk is deemed immaterial Hypothetical 12-Month Impact of Interest Rate Changes | Change in interest rates | Estimated change in reserve income (in millions) | Estimated change in distribution and transaction costs (in millions) | | :--- | :--- | :--- | | +200 bps | $1,235 | $631 | | +100 bps | $618 | $315 | | -100 bps | ($618) | ($315) | | -200 bps | ($1,235) | ($631) | - The company acknowledges that predicting the impact of interest rate changes on overall reserve income is difficult because the effect on USDC in circulation is uncertain and unproven[279](index=279&type=chunk) [Controls And Procedures](index=56&type=section&id=Item%204.%20Controls%20And%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Management, including the principal executive officer and principal financial officer, concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at the reasonable assurance level[282](index=282&type=chunk) - No changes occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[283](index=283&type=chunk) PART II [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings arising from ordinary business, with details on specific matters, including a financial advisor dispute, referenced in Note 22 and Risk Factors - The company is involved in various legal proceedings and claims arising from its business activities. For a summary of these proceedings, the report refers to Note 22 of the condensed consolidated financial statements[288](index=288&type=chunk) [Risk Factors](index=58&type=section&id=Item%201a.%20Risk%20Factors) The company faces intense competition, regulatory uncertainty from the GENIUS Act, heavy reliance on third parties like BlackRock for USDC reserves, operational risks including stablecoin 'runs', financial risks from interest rate volatility, and a significant legal dispute with FT Partners - The company faces intense competition from other stablecoins, banks, and new yield-bearing digital assets like TMMFs, which could reduce demand and circulation of Circle stablecoins[290](index=290&type=chunk)[292](index=292&type=chunk)[297](index=297&type=chunk) - The recently enacted GENIUS Act will create a new federal regulatory regime for payment stablecoins. While it provides a path to regulatory clarity, its implementation is uncertain and could impose additional costs, limit reserve asset flexibility, and encourage new competitors[310](index=310&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) - As of June 30, 2025, approximately **87%** of USDC reserves are held in the Circle Reserve Fund, managed by BlackRock. The business is subject to risks associated with BlackRock's management and the fund's availability[318](index=318&type=chunk) - The company is in a legal dispute with financial advisor FT Partners over fees for several transactions, including the IPO. An adverse outcome could require substantial payments and affect future capital raises[370](index=370&type=chunk) [Unregistered Sales Of Equity Securities And Use Of Proceeds](index=94&type=section&id=Item%202.%20Unregistered%20Sales%20Of%20Equity%20Securities%20And%20Use%20Of%20Proceeds) The June 2025 IPO generated **$583.0 million** in net proceeds from selling **19.9 million** Class A shares at **$31.00** each, with funds used for RSU tax withholding and general corporate purposes - The company's June 2025 IPO generated net proceeds of **$583.0 million** from the sale of **19.9 million** Class A shares at **$31.00** per share[479](index=479&type=chunk) - Proceeds were used to satisfy tax withholding on vested RSUs and for general corporate purposes. The company did not receive any proceeds from the **19.2 million** shares sold by selling stockholders[479](index=479&type=chunk)[481](index=481&type=chunk) [Other Information](index=94&type=section&id=Item%205.%20Other%20Information) Several executive officers, including the CEO and CFO, adopted Rule 10b5-1 trading plans in June 2025 for future stock sales, established during an open trading window with required cooling-off periods - In June 2025, CEO Jeremy Allaire, CFO Jeremy Fox-Geen, and other key executives adopted Rule 10b5-1 trading plans to sell portions of their Class A common stock over specified periods through 2026[482](index=482&type=chunk)[484](index=484&type=chunk)[485](index=485&type=chunk) [Exhibits](index=95&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including corporate governance documents, incentive plans, CEO/CFO certifications, and XBRL data files

Company Overview - Proactive is a financial news publisher that provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The company has a team of experienced and qualified news journalists who produce independent content [2] Market Focus - Proactive specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [3] - The news team delivers insights across various sectors including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [3] Technology Adoption - Proactive is recognized for its forward-looking approach and enthusiastic adoption of technology to enhance workflows [4] - The company utilizes automation and software tools, including generative AI, while ensuring that all content is edited and authored by humans [5]

Financial Data and Key Metrics Changes - USDC in circulation reached $61.3 billion at the end of Q2 2025, representing a 90% year-over-year growth, and increased to $65.2 billion by August 10, 2025, marking a 6.4% growth since quarter-end [7][26] - Total revenue and reserve income increased by 53% year-over-year to $658 million in Q2 2025, while total distribution transaction and other costs rose by 64% year-over-year to $407 million [26][27] - Adjusted EBITDA for Q2 2025 was $126 million, up 52% year-over-year, with a 50% adjusted EBITDA margin [28] Business Line Data and Key Metrics Changes - USDC on-chain transaction volume grew 5.4 times year-over-year to nearly $6 trillion, with a significant acceleration into Q3 [7][25] - CCTP volume also showed strong growth, up 4.1 times year-over-year, indicating the importance of blockchain interoperability [25] - Other revenue increased to $24 million in Q2 2025, up 3.5 times year-over-year, driven by a $13 million increase in subscription and services revenue [27] Market Data and Key Metrics Changes - The total addressable market for stablecoins is estimated to be massive, with dollar stablecoins representing only 1% of the U.S. M2 money supply [8][9] - The company operates the largest regulated stablecoin network globally, with significant growth driven by partnerships with major financial institutions and technology companies [10][11] Company Strategy and Development Direction - The company aims to build a new Internet financial system using blockchain and digital currency, focusing on mainstream adoption of stablecoins [6][7] - The launch of the Circle Payments Network (CPN) and the new Layer 1 blockchain network, Arc, are key initiatives to enhance global money movement and financial services [12][15] - The Genius Act is expected to accelerate stablecoin adoption among major financial institutions and enterprises, creating a favorable regulatory environment [11][30] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the rapid expansion of commercial opportunities post-IPO and the Genius Act, with increasing interest from various sectors [8][11] - The company anticipates a conservative multi-year growth rate of 40% CAGR for USDC, with other revenue expected to range between $75 million and $85 million for 2025 [30][32] - Management emphasized the importance of building strong partnerships and the long-term potential of the stablecoin market [29][30] Other Important Information - The company has reserved 2.7 million shares of Class A common stock for future donations to the Circle Foundation as part of its corporate impact commitment [8] - The company is focused on enhancing its liquidity capabilities and expanding its partnerships with global financial institutions [12][18] Q&A Session Summary Question: Insights on ARC and its revenue model - Management highlighted that ARC is designed to support mainstream regulated financial institutions and that gas fees denominated in USDC could become a source of revenue [34][36] Question: Details on the USYC partnership with Binance - The partnership with Binance includes deeper integration of Circle's wallet technology and aims to promote USDC and USYC as yield-bearing collateral [39][41] Question: Understanding transaction volume versus circulation - Management explained that the high velocity of USDC transactions is due to improvements in blockchain technology, allowing for faster and cheaper transactions [48][50] Question: Future milestones for CPN - The focus is on activating more payment corridors and enhancing product features based on market demand [54][56] Question: Payment networks and competition - Management stated that the company views itself as part of a broader ecosystem, encouraging multiple networks to utilize USDC [64][66] Question: Adoption of USDC in remittance - The company is seeing increased demand for USDC in remittance, with partnerships expanding in this area [76][78] Question: Partnership with OKX - The partnership with OKX aims to integrate Circle Wallet technology and enhance liquidity for USDC among its 60 million users [82][84] Question: Growth post-Genius Act - Management noted a significant increase in institutional interest and engagement since the passage of the Genius Act, indicating a positive market response [94][96]