Amendment: SEC Form 10-K/A filed by Circle Internet Group Inc.
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Finance: Consumer Services
Finance
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||||
(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 class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 | ☐ | ||||||||
| ☒ | 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. ☐
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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.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| Exhibit | Incorporated by Reference | |||||||||||||||||||||||||
| Number | Exhibit Description | Form | Date Filed | Filed Herewith | ||||||||||||||||||||||
3.1+ | 8-K | 6/6/2025 | ||||||||||||||||||||||||
3.2+ | 8-K | 6/6/2025 | ||||||||||||||||||||||||
| 10.1+#† | 10-K | 3/9/2026 | ||||||||||||||||||||||||
10.2+#† | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.3+#† | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.4+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.5+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
| 10.6+§ | 10-K | 3/9/2026 | ||||||||||||||||||||||||
10.7+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.8+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.9+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.10+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.11+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.12+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.13+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.14†+§ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.15+ | S-1 | 4/1/2025 | ||||||||||||||||||||||||
10.16+§ | S-1 | 5/16/2025 | ||||||||||||||||||||||||
10.17+§ | S-1 | 5/16/2025 | ||||||||||||||||||||||||
10.18+§ | S-1 | 5/16/2025 | ||||||||||||||||||||||||
10.19+§ | S-1 | 5/16/2025 | ||||||||||||||||||||||||
| 10.20+§ | 10-K | 3/9/2026 | ||||||||||||||||||||||||
| 19.1+§ | 10-K | 3/9/2026 | ||||||||||||||||||||||||
| 21.1+ | 10-K | 3/9/2026 | ||||||||||||||||||||||||
| 23.1+ | 10-K | 3/9/2026 | ||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||
| 32.1* | X | |||||||||||||||||||||||||
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| 32.2* | X | |||||||||||||||||||||||||
| 97+§ | 10-K | 3/9/2026 | X | |||||||||||||||||||||||
| 99.1 | 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.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||
| 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.
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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, 2026 | By: | /s/ Jeremy Fox-Geen | ||||||
Name: Jeremy Fox-Geen | ||||||||
| Title: Chief Financial Officer | ||||||||
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