Circle Internet Group

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.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

Significant estimates that are particularly susceptible to significant change relate to the fair value of stock-based awards issued prior to the IPO, the fair value of convertible debt, the fair value of derivatives and embedded derivatives, the fair value of investments under measurement alternative, the assessment of the amount and likelihood of adverse outcomes from claims and disputes, the valuation of intangible assets acquired in business combinations, including goodwill and acquisition-date deferred taxes, contingent liabilities, and the recognition and measurement of current and deferred income taxes.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

In connection with the Fund, dividends receivable are included in Prepaid expenses and other current assets on the unaudited Condensed Consolidated Balance Sheets and dividend income is included in Reserve income on the unaudited Condensed Consolidated Statements of Operations.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

The Board and, where delegated, its committees, may also grant restricted stock awards entitling recipients to acquire shares of common stock subject to (i) delivery to Circle by the participant of cash or other lawful consideration in an amount at least equal to the par value of the stock purchased, and (ii) the right of Circle to repurchase all or part of such stock at their issue price in the event that conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

The model requires management to make a number of assumptions, including the fair value of our underlying common stock for options granted prior to the IPO, expected volatility of our underlying common stock, expected term of the stock option, risk-free interest rate, and expected dividend yield.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

Continued CPN Expansion: CPN reached $14.7 billion in annualized transaction volume for the trailing 30 days as of the end of Q2, up 76% quarter-over-quarter, with 175 financial institutions enrolled, up 29% quarter-over-quarter.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

Circle will turn to a more fulsome agentic product roadmap in H2 that includes enabling agents to earn.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

These statements include, but are not limited to, statements regarding our future operating results and financial position; 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 5 conditions, trends and growth; expectations relating to customer behaviors and preferences; our market position; potential market opportunities; and our objectives for future operations.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

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.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

(2) 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 one-time regulatory matters.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

(5) 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 one-time regulatory matters.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

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.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

For a detailed discussion of the risks, uncertainties, and other factors that could cause our actual results to differ materially from those anticipated or expressed in any forward-looking statements, see the section entitled Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 9, 2026 as well as in other filings we may make with the SEC from time to time.

SEC original ↗Circle Internet Group — Earnings release (8-K exhibit)EX-99Aug 5, 2026

Controls and Procedures 62 PART II Item 1 Legal Proceedings 63 Item 1A.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026

The new standard also states that an entity must assess whether significant development uncertainty exists in determining whether it has met the probable-to-complete recognition threshold.

SEC original ↗Circle Internet Group — 10-Q Quarterly report10-QAug 5, 2026