November 7, 2026·44 min read
Circle Internet Group (CRCL), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Total revenue and reserve income Q3 2026
$865m
+16.9% year on year (Q3 2025 $740m)
Costs and expenses Q3 2026
$657m
(0.3%) year on year (Q3 2025 $659m)
Operating margin Q3 2026
24.1%
+13.1 pts year on year (Q3 2025 11.0%)
Key findings
- Q3 2026 revenue $864.9m, +16.9%, on one time token revenue. Other revenue $207.3m includes $181.8m of ARC token presale revenue. Without it revenue was $683.1m, (7.7%). The presale lifts TTM margins and TTM cash flow: TTM operating margin 11.3% (5.7% without it), TTM free cash flow $667.5m, incl. $242.2m of presale cash.
- Reserve income fell 7.5% to $657.6m. Reserve return rate 3.5% against 4.2%; a 61bps lower average yield cost $106.5m (Form 10-Q); 8.0% higher average USDC ($73.3bn) added $52.8m. USDC in circulation $73.9bn at quarter end, flat year on year.
- Coinbase costs 81.0% of Q3 2026 distribution and transaction costs (Circle Form 10-Q basis). Circle's 10-Q states $331.3m of Q3 2026 distribution costs under its Coinbase agreements, out of $409.2m. A new five year Binance deal (Sep 2026) pays a monthly fee on USDC held through Circle's wallets.
- New products: Arc mainnet live since 16 Sep 2026; Circle Payments Network at $41.3bn of annualized volume against $3.4bn in Nov 2025; Tazapay to be bought for $400m in shares, closing expected in 2027.
- Rate sensitivity: each 100bps moves 12 month reserve income by $739m and distribution costs by $371m (Q3 2026 Form 10-Q). FY2026 outlook unchanged: other revenue $310m to $330m, RLDC margin 41.7% to 43.7%, adjusted operating expenses $570m to $585m.
- Shares at $68.25 (6 Nov 2026), 51% below the 52 week high of $140.00; CFO Jeremy Fox‑Geen leaves by 31 Dec 2026; insiders sold $329.3m in 12 months with no open market buys. Three year model: base $51, best $166, worst $5.
Figures are read from the Form 10-K for FY2025 and its amendment (10-K/A), the Forms 10-Q for Q2 and Q3 2025 and Q1 to Q3 2026, the IPO prospectus (424B4), the Forms 8-K with all their exhibits, incl. the quarterly results releases (Ex 99.1) with their outlook sections, which carry the CFO commentary, the Tazapay share purchase agreement (Ex 2.1), the Binance and ARC presale disclosures and the CFO transition release, the 2026 proxy statement, the Form 8-K Item 5.07 vote results and Forms 4 for central index key 1876042, together with filings of Coinbase, PayPal, Robinhood, Block and Galaxy Digital used in chapters 2 to 4 and 7. Accession numbers appear in the Sources appendix. Share price is the last trade of 6 Nov 2026.
1 Revenue & Business Model
- Storyline: Circle earns interest on the reserves behind USDC, pays most of it out to distribution partners, and is building products that earn fees. Reserve income was 76.0% of Q3 2026 revenue against 96.1% in Q3 2025; without the ARC presale it was 96.3%. Chapter 2 covers USDC reserve income and rates, chapter 3 distribution (Coinbase, Binance), chapter 4 new products (Arc, ARC token, Circle Payments Network, EURC, Tazapay).
- Business: Circle issues USDC and EURC, stablecoins backed one to one by cash, short dated US Treasuries and the Circle Reserve Fund, a government money market fund managed by BlackRock. It reports one segment and three pillars: Arc (a Layer 1 blockchain), Circle Digital Assets and Services (USDC, EURC, USYC, Circle Mint) and Circle Applications (Circle Payments Network, StableFX).
- Revenue line: total revenue and reserve income is reserve income plus other revenue (subscription and services, transaction revenue and other services). Circle's own profit measure is RLDC, revenue less distribution, transaction and other costs.
- FY2025 revenue $2.75bn, +63.9%, with reserve income $2.64bn (96.0%); average USDC in circulation $64.9bn, +95%, at a 4.1% reserve return rate against 5.0% in FY2024. FY2025 net loss ($69.5m) after $566.2m of stock based compensation, of which $423.8m at the June 2025 IPO.
- Listing: Class A shares trade on the NYSE since 5 Jun 2025 (IPO at $31.00, net proceeds $583.0m); a follow on offering in Aug 2025 at $130.00 raised $444.8m. No dividend is paid or planned and there is no buyback program.
- Regions: Circle reports no revenue by region.
Table 1.1 Revenue by type ($m)
| Revenue line | FY2023 | FY2024 | FY2025 | 9M 2025 | 9M 2026 |
|---|---|---|---|---|---|
| Reserve income | 1,430.6 | 1,661.1 | 2,636.8 | 1,903.4 | 1,977.9 |
| Subscription and services | 7.0 | 6.1 | 84.8 | 60.1 | 82.6 |
| Transaction revenue | 0.5 | 2.9 | 24.3 | 12.1 | 17.4 |
| Other services (incl. ARC presale in 9M 2026) | 12.3 | 6.3 | 0.7 | 0.8 | 182.5 |
| Other revenue | 19.9 | 15.2 | 109.8 | 73.0 | 282.5 |
| Total revenue and reserve income | 1,450.5 | 1,676.3 | 2,746.6 | 1,976.4 | 2,260.3 |
FY2023 to FY2025 from the FY2025 Form 10-K and the prospectus, nine months from the Q3 2026 Form 10-Q. Other services in 9M 2026 include $181.8m of ARC token presale revenue.
Table 1.2 Revenue and RLDC, last five quarters ($m)
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 | Change (%) |
|---|---|---|---|---|---|---|
| Reserve income | 711.2 | 733.4 | 652.5 | 667.7 | 657.6 | (7.5%) |
| Other revenue | 28.5 | 36.8 | 41.6 | 33.6 | 207.3 | +626.8% |
| of which ARC token presale | 0.0 | 0.0 | 0.0 | 0.0 | 181.8 | n/a |
| Total revenue and reserve income | 739.8 | 770.2 | 694.1 | 701.3 | 864.9 | +16.9% |
| Distribution, transaction and other costs | 447.6 | 461.5 | 406.8 | 412.5 | 411.6 | (8.0%) |
| Revenue less distribution costs (RLDC) | 292.1 | 308.8 | 287.4 | 288.8 | 453.3 | +55.1% |
| RLDC margin (%) | 39.5 | 40.1 | 41.4 | 41.2 | 52.4 | 12.9 pts |
Change is Q3 2026 against Q3 2025; RLDC margin change in percentage points.
2 USDC Reserve Income and Rates: Balances Flat, Yield Down 61bps
- Reserve income $657.6m in Q3 2026, (7.5%), 76.0% of revenue. The 10-Q attributes ($106.5m) to a 61bps lower yield and +$52.8m to 8.0% higher average USDC. 9M 2026 reserve income +3.9%.
- Reserve return rate 3.5% in Q1, Q2 and Q3 2026, against 4.2% in Q3 2025, 3.8% in Q4 2025, 4.1% in FY2025 and 5.0% in FY2024. Circle states it earns reserve income at rates close to SOFR.
- USDC in circulation $73.9bn at 30 Sep 2026, flat year on year, against $77.0bn at 31 Mar 2026 and $75.3bn at 31 Dec 2025; average $73.3bn against $76.5bn in Q2. Minting and redemption both $104bn in the quarter.
- Rate sensitivity (Q3 2026 Form 10-Q): with USDC held at the 30 Sep 2026 level, each 100bps changes 12 month reserve income by $739m and distribution and transaction costs by $371m, a net $368m. The FY2025 Form 10-K gave $756m and $369m.
- Reserves at 30 Sep 2026: $62.5bn in the Circle Reserve Fund (3.62% Q3 yield), $9.7bn bank cash (3.05%) and $1.8bn of US Treasuries held directly (3.76%).
Table 2.1 USDC and reserve metrics, last five quarters
| Metric | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Reserve income ($m) | 711.2 | 733.4 | 652.5 | 667.7 | 657.6 |
| Average USDC in circulation ($bn) | 67.8 | 76.2 | 75.2 | 76.5 | 73.3 |
| USDC in circulation, quarter end ($bn) | 73.7 | 75.3 | 77.0 | 73.3 | 73.9 |
| Reserve return rate (%) | 4.2 | 3.8 | 3.5 | 3.5 | 3.5 |
| USDC minted ($bn) | 79.7 | 82.4 | 73.0 | 83.0 | 104.0 |
| USDC redeemed ($bn) | 67.3 | 80.9 | 72.0 | 87.0 | 104.0 |
| USDC share of the stablecoin market, quarter end (%) | 29 | 28 | 28 | 27 | 27 |
| Meaningful wallets, over $10 of USDC (m) | 6.3 | 6.8 | 7.2 | 7.0 | 7.3 |
Results releases (Ex 99.1).
Table 2.2 Estimated 12 month effect of rate changes ($m)
| Rate change | Reserve income, Q3 2026 10-Q | Distribution costs, Q3 2026 10-Q | Reserve income, FY2025 10-K | Distribution costs, FY2025 10-K |
|---|---|---|---|---|
| +200bps | 1,478 | 742 | 1,512 | 737 |
| +100bps | 739 | 371 | 756 | 369 |
| (100bps) | (739) | (371) | (756) | (369) |
| (200bps) | (1,478) | (742) | (1,512) | (737) |
Q3 2026 Form 10-Q: from a 3.62% September 2026 average yield, USDC held at the 30 Sep 2026 level. FY2025 Form 10-K: from a 3.64% December 2025 average yield, USDC at the 31 Dec 2025 level.
Table 2.3 Composition and average yield of USDC reserves (Form 10-Q)
| Asset | 30 Sep 2026 ($bn) | Q3 2026 yield (%) | 30 Sep 2025 ($bn) | Q3 2025 yield (%) |
|---|---|---|---|---|
| Circle Reserve Fund | 62.47 | 3.62 | 64.17 | 4.24 |
| Cash at banks | 9.73 | 3.05 | 9.65 | 3.54 |
| US Treasury securities held directly | 1.76 | 3.76 | 0.00 | n/a |
| Total | 73.96 | 73.81 |
How the stablecoin reserve business is changing
- Market size: stablecoin market capitalization was $304bn at the end of Q3 2026 (Coinbase 8-K Ex 99.1). Circle's measure of USDC share fell to 27% at 30 Sep 2026 from 29% a year earlier.
- GENIUS Act (10-K FY2025): signed 18 Jul 2025; only permitted issuers may issue payment stablecoins in the US, issuers may not pay holders interest or yield, and reserve assets are limited; the law takes effect on the earlier of 18 Jan 2027 or 120 days after final rules.
- Competition for USDC demand (10-K FY2025): tokenized money market funds and other yield bearing digital assets, and offshore issuers that claim to sit outside the GENIUS Act with lower tax and regulation.
- Rates: Circle's reserve return rate fell from 5.0% in FY2024 to 4.1% in FY2025 and 3.5% in each 2026 quarter; peers with income tied to short term rates also reported lower Q3 2026 figures (Figure 2.3).
- Europe: from 12 Nov 2026 the European Banking Authority supervises USDC issued by Circle France under MiCA (10-Q subsequent event).
Table 2.4 Rate driven income compared
| Company | Period | Measure | Value and change year on year | Filed detail |
|---|---|---|---|---|
| Circle | Q3 2026 | Reserve income | $657.6m, (7.5%) | ($106.5m) from a 61bps lower yield, +$52.8m from 8.0% higher average USDC |
| Coinbase | Q3 2026 | Stablecoin revenue | $306.9m, (5.4%) | +$84.6m from higher USDC balances, ($52.8m) from lower rates; average USDC in Coinbase products $22bn |
| PayPal | Q3 2026 | Interest on customer balances (transaction margin dollars less the same excluding interest) | $289m, (10.0%) | against $321m a year earlier; PYUSD is PayPal's stablecoin |
| Robinhood | Q3 2026 | Net interest revenues | $415m, (9.0%) | Robinhood cites lower securities lending and lower short term rates; corporate stablecoin holdings $164m |
| Block | Q2 2026 | Stablecoin reserve or interest income | not disclosed | no stablecoin income line; Cash App supports USDC from Q2 2026 |
| Galaxy Digital | Q3 2026 | Stablecoins held | $812m | $1.56bn at Q2 2026; cash, stablecoins and Treasuries $4.9bn |
Coinbase and Robinhood from their Forms 10-Q, PayPal and Galaxy Digital from 8-K Ex 99.1, Block from 8-K Ex 99.1 of Q2 2026. Tether is omitted as it does not file with the SEC.
3 Distribution: Coinbase 81% of Distribution and Transaction Costs, Binance Deal Renewed
- Distribution and transaction costs $409.2m in Q3 2026, (8.5%), 62.2% of reserve income; RLDC margin 52.4%, or 39.7% without the presale revenue.
- Coinbase share 81.0%, method: Circle's Q3 2026 Form 10-Q states $331.3m of distribution costs under its Coinbase agreements (Q3 2025 $361.3m); divided by total distribution and transaction costs of $409.2m this gives 81.0% (Q3 2025 80.8%). Both inputs come from the same Circle filing and quarter.
- Coinbase basis (Coinbase 8-K Ex 99.1, 29 Oct 2026): Coinbase reported $328m of Q3 2026 revenue on USDC (USDC in Coinbase products $202m, incl. $21m on corporate balances, plus $126m off platform), equal to 80.2% of Circle's distribution and transaction costs. This report uses the Circle Form 10-Q basis (81.0%).
- Change drivers (10-Q): Coinbase costs ($30.0m) year on year on lower reserve income, partly offset by a slightly higher Coinbase share of on platform USDC; other partners ($8.0m). Average USDC in Coinbase products $22bn (Coinbase), against $13.9bn on Circle's own platform at quarter end.
- Binance (8-K, 22 Sep 2026): a five year arrangement pays a monthly fee equal to a % of USDC held through Circle's Modular Smart Contract Wallets, replacing the Nov 2024 deal (one time $60.25m fee in Q4 2024) and the Aug 2025 deal; Binance also bought $100m of Class A shares at $80.84.
Table 3.1 Distribution metrics, last five quarters
| Metric | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Distribution and transaction costs ($m) | 447.2 | 460.6 | 405.4 | 410.4 | 409.2 |
| paid to Coinbase ($m, Form 10-Q) | 361.3 | n/a | 330.7 | 324.6 | 331.3 |
| all other ($m) | 85.9 | n/a | 74.7 | 85.8 | 77.9 |
| Coinbase share of distribution and transaction costs (%) | 80.8 | n/a | 81.6 | 79.1 | 81.0 |
| Distribution and transaction costs (% of reserve income) | 62.9 | 62.8 | 62.1 | 61.5 | 62.2 |
| USDC on Circle platform, quarter end ($bn) | 10.2 | 12.5 | 13.7 | 12.4 | 13.9 |
| USDC on Circle platform, daily weighted average share (%) | 13.5 | 17.8 | 17.2 | 19.5 | 18.1 |
| Average USDC held in Coinbase products ($bn, Coinbase) | 15 | 18 | 19 | 20 | 22 |
Coinbase distribution costs from the Forms 10-Q; Q1 2026 is six months less Q2. Q4 2025 is not shown, as the FY2025 Coinbase figure is stated rounded ($1.4bn). Average USDC in Coinbase products from Coinbase results decks.
Table 3.2 Coinbase share of Circle's distribution and transaction costs: inputs
| Numerator | Numerator ($m) | Circle distribution and transaction costs ($m) | Share (%) |
|---|---|---|---|
| Coinbase distribution costs, as stated by Circle (Form 10-Q) | 331.3 | 409.2 | 81.0 |
| Revenue on USDC reported by Coinbase: products $202m (incl. corporate balances $21m) plus off platform $126m | 328 | 409.2 | 80.2 |
| FY2025: Coinbase stablecoin revenue (Coinbase Form 10-K) | 1,348.8 | 1,661.5 | 81.2 |
Basis used in this report: the first row, Circle's own filed Coinbase cost over its own filed total for Q3 2026. Coinbase figures are on Coinbase's own revenue basis.
How stablecoin distribution is changing
- Coinbase's view (Coinbase 8-K Ex 99.1 and Form 10-Q, 29 Oct 2026): Coinbase captured about 50% of all USDC economics over the past year, holds about 30% of average USDC in its products and renewed the Circle arrangement on the same terms; its USDC rewards paid to customers were $129.2m in Q3 2026, +16%.
- Concentration: the FY2025 Form 10-K added a risk factor that distribution sits with a few key distributors whose loss may be hard to replace; no partner is named in it.
- Exchange partners: the Binance arrangement moved from fixed and upfront payments (Nov 2024, $60.25m one time) to a fee on USDC held through Circle's wallet service, with Binance taking an equity stake.
- Holder rewards under the GENIUS Act: issuers may not pay holders interest or yield (10-K FY2025); Coinbase and PayPal pay rewards or incentives to holders as distributors.
Table 3.3 Distribution economics compared
| Company | Period | Measure | Value and change year on year | Filed detail |
|---|---|---|---|---|
| Coinbase | Q3 2026 | Average USDC held in Coinbase products | $22bn, +46.7% | about 30% of average USDC market capitalization; USDC rewards expense $129.2m, +16% |
| PayPal | 9M 2026 | Crypto revenue reduction from higher PYUSD incentives | about ($70m) | PayPal pays holder incentives on its own stablecoin; it is a digital asset service provider under the GENIUS Act (PayPal Form 10-K) |
| Robinhood | Q3 2026 | Stablecoins held, corporate | $164m | no stablecoin revenue or distribution line |
| Block | Q2 2026 | USDC on Cash App | no volume disclosed | USDC offered on Cash App across several blockchains |
| Galaxy Digital | Q3 2026 | Digital Assets adjusted gross profit | $71.3m | trading, lending and staking; founding validator on Arc |
Coinbase from 8-K Ex 99.1 (deck), PayPal and Robinhood from their Forms 10-Q, Block from 8-K Ex 99.1 of Q2 2026, Galaxy Digital from 8-K Ex 99.1. Binance files nothing with the SEC.
4 New Products: Arc, ARC Token, Payments Network, EURC and Tazapay
- Other revenue $207.3m in Q3 2026, +626.8%, of which $181.8m ARC token presale revenue. Without it other revenue was $25.5m, (10.7%); subscription and services $19.6m, transaction revenue $5.3m. This one time item lifts TTM margins and TTM cash flow; $73.5m of presale revenue remains deferred.
- Arc and ARC: public mainnet launched 16 Sep 2026; genesis mint of 10bn ARC tokens, of which Circle retains 25%; presale of 807.5m tokens at $0.30 ($3bn fully diluted network valuation); move to Proof of Stake targeted for 2027, with repayment rights if not reached by 8 May 2028.
- Circle Payments Network: $41.3bn of annualized volume at the Q3 2026 release against $14.7bn at 30 Jun 2026 and $3.4bn on 7 Nov 2025; 175 enrolled institutions at 30 Jun 2026.
- EURC: €310m in circulation at 31 Dec 2025, +284% year on year (Q4 2025 release); the Q3 2026 filings give no EURC figure. USYC tokenized fund assets $1.5bn at 31 Dec 2025.
- Tazapay (8-K, 8 Sep 2026): $400m in Class A shares for a Singapore B2B cross border payments company with over $25bn of annualized payment volume, partners in over 100 markets and about 60% of volume already using stablecoins; closing expected in 2027.
Table 4.1 New product metrics, last five quarters
| Metric | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Other revenue ($m) | 28.5 | 36.8 | 41.6 | 33.6 | 207.3 |
| ARC token presale revenue ($m) | 0.0 | 0.0 | 0.0 | 0.0 | 181.8 |
| Other revenue excl. ARC presale ($m) | 28.5 | 36.8 | 41.6 | 33.6 | 25.5 |
| Circle Payments Network annualized volume ($bn) | n/a | 3.4 (7 Nov 2025) | 8.3 | 14.7 | 41.3 |
| USDC onchain transaction volume ($tn) | n/a | 11.9 | 21.5 | 14.8 | 13.9 |
Circle Payments Network volume is trailing 30 days annualized at the date stated in each release: 7 Nov 2025, 31 Mar 2026, 30 Jun 2026 and the Q3 2026 release.
How payments and blockchain infrastructure are changing
- Institutions on Arc: founding validators include BlackRock, DTCC, Galaxy, Mastercard, Standard Chartered and Visa (Circle 8-K Ex 99.1, 5 Aug 2026); Galaxy reports $4.6bn of assets under stake.
- Card networks settle in USDC: Visa moved Visa Direct stablecoin prefunding to commercial deployment and lets US issuers and acquirers settle with Visa in USDC (Circle 8-K Ex 99.1).
- Bank charters: the OCC gave final approval for Circle National Trust and NYDFS approved Circle New York Trust (Circle 8-K Ex 99.1, 5 Aug 2026).
- Agent payments: Circle reports 99.3% of x402 agent payment volume settles in USDC (8-K Ex 99.1, 5 Aug 2026).
- EURC and the GENIUS Act: the Act's securities exclusion does not cover EURC, as it is not issued by a US permitted issuer (10-K FY2025).
Table 4.2 Payments and token businesses compared
| Company | Period | Measure | Value and change year on year | Filed detail |
|---|---|---|---|---|
| PayPal | Q3 2026 | Total payment volume | $487.1bn, +6.0% | PYUSD incentives cut crypto revenue by about $70m in 9M 2026 |
| Block | Q3 2026 | Square gross payment volume | $76.4bn, +13.7% | Cash App added USDC in Q2 2026 |
| Coinbase | to Q3 2026 | Tokenized stock volume on Base since launch | over $1bn | Base is Coinbase's own layer 2 network |
| Galaxy Digital | Q3 2026 | Assets under stake | $4.6bn, +64% on Q2 2026 | multi year staking agreement with BNY; founding validator on Arc |
| Robinhood | Q3 2026 | Cryptocurrencies revenue | $120m, (55.2%) | revenue from Robinhood Chain sits in crypto revenue |
PayPal, Block, Coinbase and Galaxy Digital from 8-K Ex 99.1, Robinhood from its Form 10-Q.
5 Financial Analysis & Ratios
- Operating margin 24.1% in Q3 2026 against 11.0%, on $208.3m of operating income. Less the $181.8m of presale revenue, operating income would be $26.5m and the margin 3.9%.
- Annual margins: FY2023 18.6%, FY2024 10.0%, FY2025 (3.5)% after IPO stock compensation, TTM Q3 2026 11.3% (5.7% without the presale revenue). RLDC margin FY2024 39.3%, FY2025 39.4%.
- Net income $226.0m in Q3 2026, +5.4%, diluted EPS $0.84 against $0.64. Q3 2025 included a $61.3m tax benefit and a $56.2m gain on convertible debt; the 9M 2026 tax rate was 2.3%.
- Cash flow: TTM operating cash flow $772.1m and free cash flow $667.5m (22.0% of revenue) include $242.2m of ARC presale cash, mostly in Q2 2026; without it free cash flow is $425.3m (14.9% of revenue excl. the presale revenue). Q3 2026 free cash flow ($57.3m).
- Balance sheet at 30 Sep 2026: corporate cash $1.70bn plus $1.02bn of corporate held stablecoins; no debt after the convertible notes were settled in 2026; equity $3.86bn. Total assets of $77.7bn include $73.6bn of reserves held for stablecoin holders, matched by $73.5bn of deposits; asset based ratios are left out for this reason.
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
| Line item | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|
| Revenue | 0.8 | 1.5 | 1.7 | 2.7 | 3.0 |
| Gross profit | 0.5 | 0.7 | 0.7 | 1.1 | 1.3 |
| Selling, general and administrative | 0.2 | 0.1 | 0.2 | 0.2 | n/a |
| Operating income | 0.0 | 0.3 | 0.2 | (0.1) | 0.3 |
| Net income | (0.8) | 0.3 | 0.2 | (0.1) | 0.5 |
| Diluted EPS ($) | (16.48) | 0.78 | 0.30 | (0.44) | 1.66 |
| Operating cash flow | (0.1) | 0.1 | 0.3 | 0.5 | 0.8 |
| Capital expenditure | 0.0 | 0.0 | (0.1) | (0.1) | (0.1) |
| Free cash flow | (0.1) | 0.1 | 0.3 | 0.5 | 0.7 |
| Stock based compensation | 0.1 | 0.1 | 0.1 | 0.6 | 0.2 |
| Cash and investments | 0.7 | 0.6 | 0.8 | 1.5 | 1.7 |
| Total debt | n/a | 0.1 | 0.0 | 0.0 | 0.0 |
| Total equity | (0.3) | 0.3 | 0.6 | 3.3 | 3.9 |
Revenue is total revenue and reserve income. Gross profit is RLDC (revenue less distribution, transaction and other costs). Circle reports no research and development line; engineering cost sits in compensation. Selling, general and administrative is general and administrative plus marketing. Capital expenditure is capitalized software plus purchases of long lived assets. Cash and investments are corporate cash; they exclude corporate held stablecoins and the reserves held for stablecoin holders. FY2022 and FY2023 come from the IPO prospectus, which has no FY2022 balance sheet. TTM is Q4 2025 to Q3 2026 and includes $181.8m of ARC presale revenue and $242.2m of presale cash.
Table 5.2 What changed, Q3 2026 against Q3 2025
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 0.74 | 0.86 | 16.9% |
| Gross profit ($bn) | 0.29 | 0.45 | 55.1% |
| Operating income ($bn) | 0.08 | 0.21 | 157.1% |
| Net income ($bn) | 0.21 | 0.23 | 5.4% |
| Diluted EPS ($) | 0.64 | 0.84 | 31.2% |
| Operating cash flow ($bn) | (0.01) | (0.02) | (45.4%) |
| Free cash flow ($bn) | (0.03) | (0.06) | (88.7%) |
| Operating margin (%) | 11.0 | 24.1 | 13.1 pts |
| Net margin (%) | 29.0 | 26.1 | (2.8 pts) |
Table 5.3 Ratio analysis
| Ratio | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|
| Growth and margins | |||||
| Revenue growth (%) | n/a | 87.9 | 15.6 | 63.9 | n/a |
| Gross margin (%) | 59.9 | 49.8 | 39.3 | 39.4 | 44.2 |
| Operating margin (%) | (4.9) | 18.6 | 10.0 | (3.5) | 11.3 |
| Net margin (%) | (99.6) | 18.4 | 9.3 | (2.5) | 15.3 |
| FCF margin (%) | (12.2) | 7.3 | 17.1 | 17.2 | 22.0 |
| Cost and investment intensity | |||||
| SBC (%) revenue | 9.0 | 7.4 | 3.0 | 20.6 | 6.9 |
| Effective tax rate (%) | n/a | 14.9 | 29.1 | n/a | 3.0 |
| Returns | |||||
| ROE (%) | n/a | 612.5 | 34.2 | (3.6) | 12.0 |
| ROIC (%) | n/a | n/a | n/a | (4.3) | 15.4 |
| Liquidity and leverage | |||||
| Debt to equity (x) | n/a | 0.17 | 0.07 | 0.01 | 0.00 |
| Net cash ($bn) | 0.7 | 0.6 | 0.7 | 1.5 | 1.7 |
| Efficiency and cash quality | |||||
| Days sales outstanding | n/a | 0 | 1 | 8 | 8 |
| FCF to net income (x) | n/a | 0.40 | 1.85 | n/a | 1.44 |
| Shareholder returns (%) FCF | n/a | 8 | n/a | n/a | n/a |
ROE uses average equity for fiscal years and closing equity for TTM; FY2022 equity was negative, so the FY2023 average equity base is small. Ratios on total assets are left out, as total assets include the USDC reserves. TTM includes the ARC presale revenue and presale cash. Circle pays no dividend and bought back $8.7m of shares in FY2023 only.
Table 5.4 Valuation snapshot at $68.25 per share, 6 Nov 2026
| Measure | Value |
|---|---|
| Market cap ($bn) | 17.5 |
| Enterprise value ($bn) | 15.8 |
| P/E (TTM) (x) | 41.1 |
| EV/Sales (TTM) (x) | 5.2 |
| EV/EBITDA (TTM) (x) | 34.4 |
| FCF yield (%) | 3.8 |
| Price/Book (x) | 4.5 |
Cost structure and profitability
- Costs and expenses $656.6m in Q3 2026, (0.3%), against revenue +16.9%: distribution, transaction and other costs $411.6m and operating expenses $244.9m.
- Distribution and transaction costs 62.2% of reserve income against 62.9% a year earlier; they track reserve income and the USDC held on Coinbase's platform.
- Operating expenses $244.9m, +16.0%: stock based compensation $43.1m against $59.1m; depreciation and amortization $34.2m against $23.0m after the Hashnote acquisition and capitalized software.
- Adjusted operating expenses (non GAAP) $138.8m, +13.1%; 9M 2026 $420.9m against the FY2026 outlook of $570m to $585m.
- Capex $41.8m in Q3 2026 (capitalized software and long lived assets), 4.8% of revenue.
Table 5.5 Costs as % of revenue or reserve income, last five quarters
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Distribution and transaction costs (% of reserve income) | 62.9 | 62.8 | 62.1 | 61.5 | 62.2 |
| Operating expenses (% of revenue) | 28.5 | 32.9 | 34.9 | 36.3 | 28.3 |
| Stock based compensation (% of revenue) | 8.0 | 7.7 | 7.5 | 7.6 | 5.0 |
| Depreciation and amortization (% of revenue) | 3.1 | 3.3 | 3.9 | 4.3 | 4.0 |
| Operating income (% of revenue) | 11.0 | 7.2 | 6.5 | 4.9 | 24.1 |
| Capex (% of revenue) | 2.7 | 2.2 | 3.6 | 3.0 | 4.8 |
Table 5.6 Effect of the ARC token presale on Q3 2026 and TTM figures ($m)
| Measure | Q3 2026 as filed | Q3 2026 less presale | TTM as filed | TTM less presale |
|---|---|---|---|---|
| Total revenue and reserve income | 864.9 | 683.1 | 3,030.6 | 2,848.8 |
| Operating income | 208.3 | 26.5 | 342.9 | 161.1 |
| Operating margin (%) | 24.1 | 3.9 | 11.3 | 5.7 |
| RLDC margin (%) | 52.4 | 39.7 | 44.2 | 40.6 |
| Adjusted EBITDA (non GAAP) | 316.7 | 134.9 | 787.5 | 605.7 |
| Free cash flow | (57.3) | (57.3) | 667.5 | 425.3 |
Less presale removes $181.8m of presale revenue from revenue, RLDC, operating income and adjusted EBITDA, assuming no cost attached to it, and $242.2m of presale cash from TTM free cash flow. Q3 2026 cash flow holds little presale cash, which arrived mostly in Q2 2026.
Table 5.7 Adjusted measures (non GAAP) and GAAP operating expenses, last five quarters
| Measure | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Adjusted EBITDA, 2026 definition ($m) | 171.5 | 175.9 | 151.4 | 143.5 | 316.7 |
| Adjusted EBITDA, prior definition ($m) | 166.5 | 167.5 | 140.8 | 135.8 | 313.9 |
| Adjusted operating expenses, 2026 definition ($m) | 122.7 | 132.8 | 135.7 | 146.4 | 138.8 |
| Operating expenses, GAAP ($m) | 211.1 | 253.6 | 242.4 | 254.5 | 244.9 |
The 2026 definition also excludes payroll tax on stock compensation and, for adjusted operating expenses, one time legal, acquisition and restructuring costs; Circle restated quarters back to Q1 2025.
6 MD&A & Management Commentary
Q3 2026 results release, Form 10-Q and CFO outlook
- Q3 2026 (4 Nov 2026): revenue $864.9m, +16.9% year on year and +23.3% on Q2; reserve income $657.6m, (7.5%); other revenue $207.3m, of which $181.8m ARC presale; subscription and services revenue $19.6m against $23.6m.
- Reserve return rate: the filed metric is the reserve return rate (reserve income over the daily average reserve balance), 3.5% for Q3 2026 against 4.2% for Q3 2025. The 3.62% and 4.10% in the same Form 10-Q are the average reserve yields of the single months September 2026 and September 2025, the starting points of the rate sensitivity table; 3.62% is also the Q3 2026 average yield of the Circle Reserve Fund.
- Costs: distribution, transaction and other costs $411.6m, (8.0%); RLDC $453.3m, RLDC margin 52.4% against 39.5% (39.7% without the presale revenue). Operating expenses $244.9m, incl. a $9.1m restructuring charge for about 5% of staff and $7.7m of Tazapay deal costs.
- Adjusted EBITDA (non GAAP) $316.7m, +84.7%, 70% of RLDC. Since Q1 2026 the measure also excludes payroll tax on stock compensation and adjusted operating expenses also exclude one time legal, acquisition and restructuring costs; Circle restated 2025 quarters back to Q1 2025 (Q3 2025: $171.5m new, $166.5m prior). Without the presale revenue adjusted EBITDA would be $134.9m.
- USDC: average $73.3bn, +8%; quarter end $73.9bn, flat year on year and $1.4bn below 31 Dec 2025; minted $104bn and redeemed $104bn; USDC share of the stablecoin market 27% against 29%; USDC on Circle's platform $13.9bn, +36%.
Table 6.1 FY2026 outlook and every 2026 revision
| Item | Outlook | Source |
|---|---|---|
| Other revenue | $310m to $330m incl. ARC presale revenue (unchanged on 4 Nov 2026); raised on 5 Aug 2026 from $150m to $170m (25 Feb 2026, affirmed 11 May 2026 excluding ARC effects). 9M 2026 actual $282.5m, which leaves $27.5m to $47.5m for Q4. | 8-K Ex 99.1 of 25 Feb, 11 May, 5 Aug and 4 Nov 2026 |
| RLDC margin | 41.7% to 43.7% incl. ARC presale revenue (unchanged); raised on 5 Aug 2026 from 38% to 40%. 9M 2026 actual 45.5%. | 8-K Ex 99.1 of 5 Aug and 4 Nov 2026 |
| Adjusted operating expenses (non GAAP) | $570m to $585m (unchanged since 25 Feb 2026); GAAP operating expense equivalent $973m to $1.06bn. 9M 2026 actual $420.9m, which leaves $149.1m to $164.1m for Q4. | 8-K Ex 99.1 of 4 Nov 2026 |
| USDC in circulation | 40% compound annual growth over a multi year period through the cycle (unchanged since Q2 2025) | 8-K Ex 99.1 of 4 Nov 2026 |
| FY2025 outlook history | Other revenue $75m to $85m raised to $90m to $100m, actual $109.8m; RLDC margin 36% to 38%, then about 38%, actual 39%; adjusted operating expenses $475m to $490m raised to $495m to $510m | 8-K Ex 99.1 of 12 Aug and 12 Nov 2025 |
| Capital return | No dividend and no buyback program | 10-K FY2025 Item 5 |
Management and CFO commentary
- Q3 2026 release outlook (4 Nov 2026): FY2026 outlook unchanged; other revenue $207m included $182m of ARC presale revenue, partly offset by lower subscription and services revenue; workforce reduction of about 5% with $9.1m of charges.
- Q1 2026 release and Forms 10-Q: the FY2026 outlook of 11 May 2026 excluded ARC effects, and ARC presale revenue entered the outlook on 5 Aug 2026 (8-K Ex 99.1); presale proceeds are held as deferred revenue and recognized as other revenue as obligations are met, and the ARC tokens minted on 14 Sep 2026 were recorded at nil (Q3 2026 Form 10-Q).
- Q4 2025 release (25 Feb 2026): from Q1 2026 adjusted operating expenses exclude payroll tax on stock compensation and one time legal, acquisition and restructuring costs; Q4 2024 distribution costs included a one time $60m fee to a distribution partner.
- CEO Jeremy Allaire, Q3 2026 release: cited Tereina in the SAP ecosystem, Visa stablecoin prefunding in commercial deployment, the Binance renewal and over 100 builders on Arc mainnet.
Table 6.2 Management statements in their own words
| Speaker | Date and source | Statement |
|---|---|---|
| Jeremy Allaire, Chief Executive Officer | 4 Nov 2026, Q3 2026 release | “institutions are building and expanding on USDC” |
| Jeremy Allaire, Chief Executive Officer | 5 Aug 2026, Q2 2026 release | “reflect the current rate environment and a crypto market that has slowed” |
| Jeremy Fox‑Geen, Chief Financial Officer | 25 Sep 2026, CFO transition release | “Serving as Circle's Chief Financial Officer has been the highlight of my professional career” |
Table 6.3 Key disclosures in the Forms 10-Q and 10-K
| Item | Disclosure |
|---|---|
| 10-Q Q3 2026, reserve income | Q3 2026 reserve income ($53.6m), (7.5%): ($106.5m) from a 61bps lower yield, +$52.8m from 8.0% higher average USDC. 9M 2026 +3.9%: +$401.2m from volume, ($326.8m) from rates. |
| 10-Q Q3 2026, distribution | Distribution costs under the Coinbase agreements $331.3m in Q3 2026 against $361.3m, and $986.6m in 9M 2026 against $996.8m; Q3 2026 Coinbase costs fell on lower reserve income, partly offset by a slightly higher Coinbase share of on platform USDC. |
| 10-Q Q3 2026, ARC presale | Presale cash of $242.2m received in 9M 2026; $181.8m recognized as other revenue in Q3 2026; $73.5m still deferred in other current liabilities at 30 Sep 2026. Buyers can demand repayment if Arc has not moved to Proof of Stake by 8 May 2028. |
| 10-Q Q3 2026, reserves | USDC reserves at 30 Sep 2026: Circle Reserve Fund $62.5bn (3.62% Q3 yield), bank cash $9.7bn (3.05%), US Treasuries held directly $1.8bn (3.76%, new in 2026); about 84% in the fund; FDIC cover $2.3m across nine banks. |
| 10-Q Q3 2026, subsequent event | On 14 Oct 2026 the European Banking Authority placed USDC issued by Circle France under its direct supervision as an e money token under MiCA, from 12 Nov 2026; Circle states EU capital and liquidity requirements may rise. |
| 10-Q Q3 2026, liquidity | Corporate cash $1.70bn and corporate held stablecoins $1.02bn; no debt. 9M 2026 operating cash flow $523.0m, investing ($100.5m), financing ($1.55bn), of which ($1.4bn) lower deposits from stablecoin holders and ($198.0m) tax paid on RSU settlement. |
| 10-K FY2025, Coinbase agreement | Under the Collaboration Agreement (Aug 2023) Coinbase receives the reserve income on USDC held on its platform after Circle's issuer retention, plus 50% of the remaining amount on USDC held elsewhere after payments to approved ecosystem participants. |
| 10-K FY2025, market risk | Each 100bps moved 12 month reserve income by $756m and distribution and transaction costs by $369m, from a 3.64% December 2025 average yield and USDC at the 31 Dec 2025 level; the Q3 2026 Form 10-Q updates this to $739m and $371m. |
| 10-K FY2025, legal | FT Partners claims fees in the Southern District of New York on transactions after Circle ended two engagement letters in 2022, incl. the IPO; Circle states the outcome cannot be estimated. Related legal costs are excluded from adjusted EBITDA ($6.7m in Q3 2026). |
7 Sector & Competitor Analysis
- Sector: payment stablecoins and digital asset infrastructure. Circle has no listed pure play peer; Tether is omitted as it does not file with the SEC. The peer table uses Coinbase, Robinhood, PayPal, Block and Visa, whose businesses touch USDC, interest on customer balances or payments.
- Growth: CRCL TTM revenue +25.7% (incl. the presale revenue), HOOD +20.9%, V +14.8%, XYZ +9.9%, PYPL +2.0%, COIN (26.6%).
- Operating margin: V 61.2%, HOOD 45.7%, PYPL 17.0%, CRCL 11.3% TTM (5.7% without the presale revenue), XYZ 4.6%, COIN 3.6%. CRCL gross margin is the RLDC margin.
- Valuation: CRCL 5.2x EV/Sales TTM (5.5x on revenue without the presale) and 41.1x TTM diluted EPS of $1.66; HOOD 14.7x EV/Sales and 39.4x P/E, PYPL 1.3x and 10.9x.
- Coinbase figures: Coinbase's own Q3 2026 revenue on USDC of $328m equals 80.2% of Circle's distribution and transaction costs; Circle's filed Coinbase cost is $331.3m.
Table 7.1 Peer comparison, latest reported trailing twelve months
| Company | Revenue TTM ($bn) | Revenue growth (%) | Gross margin (%) | Operating margin (%) | Net margin (%) | FCF margin (%) | ROE (%) | Net cash ($bn) | Market value ($bn) | EV/Sales (x) | P/E TTM (x) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CRCL | 3.0 | 25.7 | 44.2 | 11.3 | 15.3 | 22.0 | 12.0 | 1.7 | 18 | 5.2 | 41.1 |
| COIN | 5.6 | (26.6) | 85.8 | 3.6 | (12.5) | 23.1 | (5.0) | 2.1 | 38 | 6.4 | n/a |
| HOOD | 5.1 | 20.9 | 95.1 | 45.7 | 39.0 | 58.4 | 21.3 | 2.3 | 77 | 14.7 | 39.4 |
| PYPL | 34.3 | 2.0 | 45.8 | 17.0 | 13.8 | 18.4 | 23.8 | 1.6 | 47 | 1.3 | 10.9 |
| XYZ | 25.7 | 9.9 | 47.5 | 4.6 | 1.8 | 13.5 | 2.0 | 1.2 | 53 | 2.0 | 115.3 |
| V | 45.9 | 14.8 | n/a | 61.2 | 51.2 | 48.1 | 63.5 | (7.9) | 773 | 17.0 | 33.6 |
TTM Q4 2025 to Q3 2026, growth against the prior TTM; Visa FY2026 to Sep 2026. CRCL TTM includes $181.8m of ARC presale revenue and $242.2m of presale cash; its gross margin is the RLDC margin and net cash is corporate cash. COIN gross margin is total revenue less transaction expense; HOOD revenue less brokerage and transaction costs; PYPL transaction margin. Peer prices are of 30 Oct to 5 Nov 2026, CRCL of 6 Nov 2026. CRCL P/E is price over TTM diluted EPS and ROE is on closing equity, as in chapter 5.
8 Material Events & Contracts
- 12 Forms 8-K from 12 Nov 2025 to 4 Nov 2026: four results filings with releases (Ex 99.1), five board and officer notices, the ARC token presale (two filings), the Tazapay agreement (Ex 2.1), the Binance arrangement and the annual meeting results.
- CFO change: CFO Jeremy Fox‑Geen leaves by 31 Dec 2026 or earlier if a successor is appointed; a search with an executive search firm has started and no successor was named by 4 Nov 2026. He receives his $500,000 salary and 2026 bonus (target 110% of salary) through 31 Dec 2026, plus a $1,050,000 payment under a 12 month non compete.
- Board: Kirk Koenigsbauer joined in Mar 2026; Rajeev Date (Jun 2026) and co founder P. Sean Neville (Sep 2026) resigned, leaving seven directors.
Table 8.1 Forms 8-K filed in the last twelve months
| Date | Items | Event |
|---|---|---|
| 12 Nov 2025 | 2.02, 9.01 | Q3 2025 results (Ex 99.1): revenue $739.8m, +66%; net income $214.4m; USDC $73.7bn at quarter end; FY2025 other revenue outlook raised to $90m to $100m and adjusted operating expenses to $495m to $510m. |
| 25 Feb 2026 | 2.02, 9.01 | Q4 and FY2025 results (Ex 99.1): FY2025 revenue $2.75bn, +64%; net loss ($69.5m) after $423.8m of IPO stock compensation; USDC $75.3bn; first FY2026 outlook. |
| 17 Mar 2026 | 5.02, 9.01 | Kirk Koenigsbauer, President and COO of Microsoft's Experiences and Devices Group, appointed director; board expanded to nine. |
| 11 May 2026 | 2.02, 8.01, 9.01 | Q1 2026 results (Ex 99.1): revenue $694.1m, +20%; net income $55.3m. ARC token presale of 740m tokens at $0.30 (about $222.0m, $3bn fully diluted network valuation), repayable if Arc has no Proof of Stake by 8 May 2028. |
| 18 May 2026 | 5.07 | 2026 annual meeting results: three Class I directors elected, say on pay approved, annual frequency chosen, Deloitte & Touche ratified. |
| 12 Jun 2026 | 5.02 | Director Rajeev Date resigned for personal reasons; Craig Broderick named Lead Independent Director; board reduced to eight. |
| 2 Jul 2026 | 8.01 | ARC presale second closing: 67.5m tokens at $0.30, about $20.25m of gross proceeds, same repayment terms. |
| 5 Aug 2026 | 2.02, 9.01 | Q2 2026 results (Ex 99.1): revenue $701.3m, +7%; net income $48.2m; FY2026 other revenue outlook raised to $310m to $330m and RLDC margin to 41.7% to 43.7%, both incl. ARC presale revenue. |
| 8 Sep 2026 | 1.01, 3.02, 7.01, 9.01 | Share purchase agreement (Ex 2.1) to acquire Tazapay, a Singapore cross border B2B payments company, for $400m in Class A shares; 8% held back for indemnity claims; $25m of incentive RSUs; closing expected in 2027. |
| 22 Sep 2026 | 8.01 | Binance: five year USDC incentive arrangement (monthly fee as a % of USDC held through Circle's Modular Smart Contract Wallets) replacing the Nov 2024 and Aug 2025 agreements; Binance bought 1,237,011 Class A shares at $80.84 ($100m), two year lock up. |
| 25 Sep 2026 | 5.02, 7.01 | Co founder P. Sean Neville resigned from the board (board of seven). CFO Jeremy Fox‑Geen to leave by 31 Dec 2026 or when a successor is named; $1,050,000 payment over 12 months under a restrictive covenant agreement. |
| 4 Nov 2026 | 2.02, 9.01 | Q3 2026 results (Ex 99.1): revenue $864.9m, +16.9%, incl. $181.8m of ARC presale revenue; net income $226.0m; adjusted EBITDA $316.7m (non GAAP); FY2026 outlook unchanged. |
Table 8.2 Material contracts and financing arrangements
| Contract | Terms |
|---|---|
| Coinbase Collaboration Agreement (Aug 2023, 10-K Ex 10.1) | Coinbase receives the reserve income on USDC held on its platform after issuer retention and 50% of the remaining amount on USDC held elsewhere after payments to approved ecosystem participants; Q3 2026 cost $331.3m. Coinbase states the arrangement renewed on the same terms in 2026. |
| Binance USDC arrangements (17 Sep 2026) | Five years; monthly incentive fee equal to a % of USDC held through Circle's Modular Smart Contract Wallet service; replaces the Nov 2024 agreement (with a one time $60.25m fee in Q4 2024) and the Aug 2025 agreement. Binance bought $100m of Class A shares at $80.84 with a two year lock up. |
| ARC token purchase agreements (May and Jun 2026) | 807.5m tokens at $0.30, about $242.25m; lock up of at least one year from the move to Proof of Stake; repayment rights if tokens are not delivered or Arc has no Proof of Stake by 8 May 2028. Circle minted the full 10bn ARC supply at genesis and retains 25%. |
| Tazapay share purchase agreement (4 Sep 2026, Ex 2.1) | $400m of Class A shares at a 20 day VWAP before closing, adjusted for debt, expenses and cash; 5% and 3% held back for 18 and 48 months; $25m of RSUs for staff; outside date nine months, extendable to 15; needs approvals incl. the Monetary Authority of Singapore; resale registered on the S-3 of 5 Aug 2026. |
| Circle Reserve Fund | Government money market fund under Rule 2a 7 managed by BlackRock, with Circle as its only shareholder; $62.5bn of USDC reserves at 30 Sep 2026; audited fund statements added by the 10-K/A of 13 Jul 2026. |
| CFO transition agreements (10-Q Ex 10.1, 10.2) | Jeremy Fox‑Geen employed through 31 Dec 2026; $1,050,000 cash over 12 months, two extra months of RSU vesting and a 12 month option exercise extension. |
9 Ownership, Voting Power & Annual Meeting
- Voting control: Class B shares (five votes each, total capped at 30% of voting power) are held by the co founders. In the 2026 proxy Jeremy Allaire held 23.9% of voting power and P. Sean Neville 6.1%; directors and officers together 31.4%. IDG Capital held 8.1% of Class A and Oak Investment Partners 5.2%.
- 2026 annual meeting (14 May 2026, the first as a public company): Allaire elected with 96.9% of votes cast, Craig Broderick 97.1% and Neville 89.6%; say on pay 99.1%; annual say on pay frequency; Deloitte & Touche ratified with 99.9%.
- Insiders, 12 months to 3 Nov 2026: no open market purchases. Open market sales $329.3m across 488 Form 4 lines, of which $261.8m under Rule 10b5‑1 plans; tax withholding $31.6m. Largest sellers: Neville $126.4m, Chief Product and Technology Officer Nikhil Chandhok $60.7m, former director Rajeev Date $41.9m, Allaire $27.3m, President Heath Tarbert $24.4m, CFO Jeremy Fox‑Geen $19.2m, director Michele Burns $17.9m.
- Schedule 13G: IDG Capital entities reported 17.36m Class A shares (7.4%) at 30 Jun 2026 (13G/A of 11 Aug 2026), against 18.58m in the proxy. New holder: Binance bought 1,237,011 Class A shares for $100m on 17 Sep 2026, locked up for two years. Shares outstanding at 29 Oct 2026: 237,492,044 Class A and 19,061,060 Class B.
Table 9.1 Annual meeting vote results, 14 May 2026
| Proposal | For (m votes) | Against (m votes) | Abstain (m votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Elect Jeremy Allaire (Class I) | 141.0 | 4.4 | 0.2 | 96.9 | Elected |
| Elect Craig Broderick (Class I) | 141.2 | 4.2 | 0.4 | 97.1 | Elected |
| Elect P. Sean Neville (Class I) | 130.2 | 15.1 | 0.4 | 89.6 | Elected (resigned Sep 25 2026) |
| Say on pay (advisory) | 144.0 | 1.3 | 0.4 | 99.1 | Approved |
| Ratify Deloitte & Touche LLP | 201.6 | 0.2 | 0.4 | 99.9 | Ratified |
| Say on pay frequency | 144.9 | n/a | 0.3 | n/a | Annual (1 year 144.9m; 2 years 0.1m; 3 years 0.4m votes) |
Votes counted with Class B at five votes per share under the 30% cap. Broker non votes 56.4m on each director and on say on pay. Neville resigned from the board on 25 Sep 2026.
2026 annual meeting
- Virtual meeting of 14 May 2026 led by CEO Jeremy Allaire; record date 16 Mar 2026; four proposals: three Class I directors, say on pay, say on pay frequency and auditor ratification.
10 Risk Factors
- Comparison basis: Circle listed in Jun 2025, so the FY2025 Form 10-K is compared with the IPO prospectus. Arc and AI factors added by the 2026 Forms 10-Q are listed separately below.
Table 10.1 Risk factors and legal matters with filed figures
| Risk | Disclosure and change |
|---|---|
| Interest rates | Reserve return rate 3.5% in Q3 2026 against 4.2%; each 100bps moves 12 month reserve income by $739m and distribution costs by $371m (Q3 2026 Form 10-Q). |
| Distributor concentration | Added in the FY2025 Form 10-K: distribution sits with a few large distributors; Coinbase costs were 81.0% of Q3 2026 distribution and transaction costs. |
| GENIUS Act | Signed 18 Jul 2025; bars interest or yield paid to holders, limits reserve assets and takes effect on the earlier of 18 Jan 2027 or 120 days after final rules; its securities exclusion does not cover EURC (10-K FY2025). |
| Arc and ARC token | 13 factors added in the Q1 2026 Form 10-Q, incl. ARC securities status, presale rescission exposure, validator dependence and repayment of $242.25m of presale proceeds if Arc has no Proof of Stake by 8 May 2028. |
| Reserve custody and runs | About 84% of USDC reserves in the Circle Reserve Fund at 30 Sep 2026; FDIC cover $2.3m on $9.7bn of bank cash; the Mar 2023 bank failure example (over $3bn not transferred) is kept in the 10-K. |
| EU regulation | European Banking Authority supervision of USDC under MiCA from 12 Nov 2026; capital and liquidity needs may rise (10-Q subsequent event). |
| Competition | Tokenized money market funds, yield bearing digital assets and offshore issuers outside the GENIUS Act are named in the 10-K; USDC share of the stablecoin market 27% against 29% a year earlier. |
| Litigation | FT Partners fee claim pending in the Southern District of New York; Circle states the outcome cannot be estimated. |
How risk factors changed
- Comparison: Item 1A of the Form 10-K for FY2025 (filed 9 Mar 2026) against the risk factors of the IPO prospectus (424B4, filed 5 Jun 2025), as no earlier Form 10-K exists.
- Item 1A shrank from 70 factors (32,358 words) to 64 (28,468 words): 5 added, 11 removed, 12 materially reworded, 47 unchanged.
- Added: two factors on the GENIUS Act (how it changes the stablecoin market, and its exclusion of PPSI stablecoins from the definition of a security), one on concentration among a few key distributors, one on AI and one on political and geopolitical developments.
- Removed: three offering specific factors, the securities classification factors replaced by the GENIUS Act text, and factors on central bank digital currencies, chargebacks, contract renewals and metric measurement.
- During 2026 the Q1 Form 10-Q added 13 factors on Arc and the ARC token, the Q2 Form 10-Q added 1 factor on AI, and the Q3 Form 10-Q states no material changes.
- Reserve custody: the share of USDC reserves in the Circle Reserve Fund is stated as about 88% at 31 Dec 2025 against about 90% at 31 Mar 2025; the Q3 2026 Form 10-Q gives about 84% at 30 Sep 2026.
Table 10.2 Size of the risk factor section
| Measure | IPO prospectus (Jun 2025) | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 70 | 64 |
| Words in Item 1A | 32,358 | 28,468 |
Table 10.3 Risk factors added, removed and materially reworded
| Change | Risk factor | What changed |
|---|---|---|
| Added | GENIUS Act will change the payment stablecoin ecosystem | New factor on the GENIUS Act signed 18 Jul 2025: effective on the earlier of 18 Jan 2027 or 120 days after final regulations; bars US issuance by anyone other than a PPSI, bans interest or yield paid to holders and limits reserve assets; replaces the prospectus factor on legislation requiring issuers to be banks. |
| Added | GENIUS Act excludes PPSI stablecoins from securities definition | Replaces the 1,142 word prospectus factor on Circle's conclusion that its stablecoins are not securities; the exclusion applies only from the GENIUS Act effective date and never to EURC, so Circle relies on its Howey and Reves analysis until then. |
| Added | Few key distributors carry most distribution | New factor stating stablecoin distribution is concentrated among a few large distributors whose loss may be hard to replace, offset in part by smaller partners already integrated; no partner is named. |
| Added | Use of AI and data tools | New standalone factor on AI used for customer support, AML alert review, code assistance and marketing content, citing model changes, pricing and concentration in a few providers; the prospectus covered this inside the data privacy factor. |
| Added | Political and geopolitical developments | New factor listing central bank policy, fiscal policy, sanctions, tariffs, immigration policy, possible erosion of the US dollar's safe haven status and US government shutdowns. |
| Removed | Competition from new issuers and yield bearing assets | Separate 489 word factor on competing issuers and tokenized money market funds folded into the general competition factor, which grows from 905 to 1,044 words and adds offshore competitors outside the GENIUS Act and a government issued digital currency. |
| Removed | Launch of central bank digital currencies | 52 word factor dropped; one sentence on a government issued digital currency now sits in the competition factor. |
| Removed | Circle stablecoins concluded not to be securities | Replaced by the GENIUS Act securities exclusion factor. |
| Removed | Securities classification would limit intermediaries | 347 word factor on broker dealer intermediation if stablecoins were securities dropped. |
| Removed | Chargeback transaction losses | 214 word factor dropped. |
| Removed | Renewal of marketplace and client contracts | 211 word factor dropped. |
| Removed | Legislation requiring issuers to be banks | Replaced by the factor on how the GENIUS Act will change the payment stablecoin ecosystem. |
| Removed | Key business metrics hard to measure | 89 word factor dropped. |
| Removed | Share sales after the offering | Offering specific factor on lock up expiry and share sales dropped. |
| Removed | Book value dilution for IPO investors | Offering specific factor dropped. |
| Removed | Discretion over offering proceeds | Offering specific factor dropped. |
| Reworded | Stablecoin runs and redemption shocks | Body cut from 910 to 593 words; cross references to the Business section on reserve management removed; Mar 2023 SVB example (over $3bn of deposits not transferred) kept. |
| Reworded | Bank relationships and reserve custody | Share of USDC reserves in the Circle Reserve Fund (managed by BlackRock, custodied at BNY) updated to about 88% at 31 Dec 2025 from about 90% at 31 Mar 2025; adds that banks' regulators may impose requirements. |
| Reworded | New products need large spending | Adds CPN and Arc, both launched in 2025, as examples needing considerable resources and third party adoption, and the risk that spending outpaces revenue. |
| Reworded | Novelty of digital assets and blockchains | Scope widened from stablecoins to digital assets and the blockchains that support them; text otherwise similar. |
| Reworded | Investment Company Act status | Body cut from 1,180 to 478 words; adds that Circle may have to limit the reserve assets it holds, constraining international operations. |
| Reworded | Customer data and privacy | Body cut from 651 to 338 words; GDPR and UK GDPR references and the AI data tools passage removed (AI now has its own factor). |
| Reworded | Adverse economic conditions and geopolitics | Named references to the Russia and Ukraine conflict, the Israel and Hamas conflict and tariffs of the new administration removed; political themes moved to the new geopolitical factor. |
| Reworded | Conflicts of interest of insiders | Passage that Jeremy Allaire's other blockchain initiatives could divert his time removed; body cut from 163 to 97 words. |
| Reworded | Market price volatility | IPO price language replaced by a list of price drivers including sales of large blocks and rapid trades by hedge or day trading investors. |
| Reworded | Active trading market | Rewritten from pre listing to post listing wording: maintaining an active, liquid market rather than developing one after the IPO. |
| Reworded | Analyst research coverage | Rewritten from the risk that analysts do not start coverage to the risk that analysts drop coverage or publish irregularly. |
| Reworded | Costs as a newly listed company | Future tense on public company costs replaced by statements that compliance has increased legal and financial costs and absorbed management time. |
Table 10.4 Risk factor updates in quarterly reports since the annual filing
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026, filed 11 May 2026 | Adds a new group, Risks Related to Arc and ARC Tokens, with 13 factors: Arc adoption in a competitive blockchain market, software and quantum computing risks, illicit use, ARC token securities status, presale under Rule 506(b) and rescission exposure, token price volatility and Circle's large holdings, regulation, Circle's governance influence and conflicts, the move to distributed governance, partnership liability, validator dependence, repayment if tokens are not delivered or proof of stake is not reached by 8 May 2028, and treasury wallet risks. |
| 10-Q Q2 2026, filed 5 Aug 2026 | Adds a new group, Risks Related to AI, with one factor covering AI use in fraud detection, transaction monitoring, reserve analytics, smart contracts and agentic payments, the EU AI Act and irreversible blockchain transactions; no other changes stated. |
| 10-Q Q3 2026, filed 4 Nov 2026 | States no material changes to the risk factors in the 10-K FY2025 as updated by the Q1 and Q2 2026 Forms 10-Q. |
11 Stock Price, Scenarios & Sensitivity
- CRCL last traded at $68.25 on 6 Nov 2026, against $69.48 at the prior close; 52 week range $49.90 to $140.00; IPO price $31.00 on 5 Jun 2025. The chart starts at the first month end close after listing (Jun 2025), so its high and low cover the 18 months since listing.
- Valuation: market value $17.51bn on 256.55m Class A and Class B shares; enterprise value $15.8bn after $1.70bn of corporate cash and no debt; 5.2x EV/Sales TTM; 41.1x TTM diluted EPS.
- Scenario model: revenue grows from $2.85bn (TTM Q3 2026 without the $181.8m presale revenue) for three years; operating margin as stated; no other income; 21% tax rate; 267.8m diluted shares rising 4% in total over three years (stock compensation and the $400m Tazapay consideration); price equals TTM Q3 2029 EPS times exit P/E.
Critical factors and core assumptions
Table 11.1 Critical factors behind the best case
| Factor | Current value | Best case requires | Evidence in filings and calls |
|---|---|---|---|
| USDC in circulation | average $73.3bn in Q3 2026, +8%; quarter end $73.9bn, flat | about 40% compound growth, the company's multi year target | target unchanged on 4 Nov 2026; FY2025 average +95% |
| Reserve return rate | 3.5% in Q3 2026 against 4.2% | stays at or above 3% | each 100bps = $739m of reserve income and $371m of distribution costs (10-Q) |
| Distribution cost share | distribution and transaction costs 62.2% of reserve income; Coinbase 81.0% of them | more USDC on Circle's own platform (18.1% daily weighted share) | USDC on platform $13.9bn, +36% |
| Other revenue | $319.3m TTM incl. $181.8m presale; $137.5m without it | above $500m of recurring revenue from CPN, Arc fees, USYC and services | FY2026 outlook $310m to $330m; CPN $41.3bn annualized volume |
| Operating costs | adjusted operating expenses $138.8m in Q3 2026 | adjusted operating expenses grow slower than RLDC | FY2026 outlook $570m to $585m; about 5% of staff cut in Q3 2026 |
| Regulation | OCC national trust charter granted; MiCA supervision by the EBA from 12 Nov 2026 | GENIUS Act rules leave distribution payments unchanged | 10-K FY2025 risk factors; 10-Q subsequent events |
- Revenue base $2.85bn (TTM Q3 2026 without presale revenue); operating margin on that base 5.7%; revenue is average USDC times the reserve return rate plus other revenue.
- Best case: 25% revenue growth a year as USDC grows near the 40% target and rates hold near 3%; 30% operating margin; 35x P/E.
- Base case: 12% a year with USDC up 15% to 20% a year and lower rates; distribution costs stay near 60% of reserve income; 18% operating margin; 25x P/E.
- Worst case: revenue (5%) a year with flat USDC, rates near 2% and worse distribution terms; operating expenses fixed near $600m; 5% operating margin; 15x P/E.
- No repeat of the presale revenue; $73.5m of presale revenue remains deferred. Share count +4% in all cases; tax rate 21% against 2.3% in 9M 2026.
Scenarios, three years forward
Table 11.2 Scenario analysis, TTM Q3 2026 excl. ARC presale to TTM Q3 2029
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | (5.0) | 12.0 | 25.0 |
| Revenue, TTM Q3 2029 ($bn) | 2.4 | 4.0 | 5.6 |
| Operating margin, TTM Q3 2029 (%) | 5.0 | 18.0 | 30.0 |
| Net income, TTM Q3 2029 ($bn) | 0.1 | 0.6 | 1.3 |
| EPS, TTM Q3 2029 ($) | 0.35 | 2.04 | 4.74 |
| Exit P/E (x) | 15.0 | 25.0 | 35.0 |
| Implied price ($) | 5 | 51 | 166 |
| Change against $68.25 (%) | (92) | (25) | 143 |
| Implied annual return (%) | (57.6) | (9.2) | 34.4 |
Implied annual return assumes no dividend. Revenue base excludes the one time ARC presale revenue.
Sensitivity analysis
Table 11.3 Sensitivity of implied price to revenue CAGR and operating margin at 25x P/E
| Revenue CAGR \ Operating margin | 5% | 10% | 18% | 24% | 30% |
|---|---|---|---|---|---|
| (5%) | $9 | $17 | $31 | $42 | $52 |
| 5% | $12 | $23 | $42 | $56 | $70 |
| 12% | $14 | $28 | $51 | $68 | $85 |
| 18% | $17 | $33 | $60 | $80 | $100 |
| 25% | $20 | $39 | $71 | $95 | $118 |
Cells show implied share price in year 3. Current price $68.25. Blue cells sit above it, red cells below.
Table 11.4 Sensitivity of implied price to exit P/E and operating margin at 12% revenue CAGR
| Exit P/E \ Operating margin | 5% | 10% | 18% | 24% | 30% |
|---|---|---|---|---|---|
| 15x | $9 | $17 | $31 | $41 | $51 |
| 20x | $11 | $23 | $41 | $54 | $68 |
| 25x | $14 | $28 | $51 | $68 | $85 |
| 30x | $17 | $34 | $61 | $82 | $102 |
| 35x | $20 | $40 | $72 | $95 | $119 |
Cells show implied share price in year 3. Current price $68.25. Blue cells sit above it, red cells below.
Disclaimer
This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 6 November 2026.
Sources
All company figures are read from SEC filings retrieved through the sec-api.io MCP server. Management statements are taken from filed results releases and other Form 8-K exhibits.
Table A.1 Filings used, with accession numbers
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 4 Nov 2026 | 0001876042-26-000311 |
| 8-K (2.02) Ex 99.1 | Q3 2026 | 4 Nov 2026 | 0001876042-26-000309 |
| 10-Q | Q2 2026 | 5 Aug 2026 | 0001876042-26-000248 |
| 8-K (2.02) Ex 99.1 | Q2 2026 | 5 Aug 2026 | 0001876042-26-000246 |
| 10-Q | Q1 2026 | 11 May 2026 | 0001876042-26-000150 |
| 8-K (2.02, 8.01) Ex 99.1 | Q1 2026 | 11 May 2026 | 0001876042-26-000148 |
| 10-K | FY2025 | 9 Mar 2026 | 0001876042-26-000062 |
| 10-K/A | FY2025 | 13 Jul 2026 | 0001876042-26-000228 |
| 8-K (2.02) Ex 99.1 | Q4 2025 | 25 Feb 2026 | 0001876042-26-000032 |
| 10-Q | Q3 2025 | 12 Nov 2025 | 0001876042-25-000047 |
| 8-K (2.02) Ex 99.1 | Q3 2025 | 12 Nov 2025 | 0001876042-25-000045 |
| 10-Q | Q2 2025 | 12 Aug 2025 | 0001628280-25-039781 |
| 8-K (2.02) Ex 99.1 | Q2 2025 | 12 Aug 2025 | 0001628280-25-039749 |
| 424B4 (IPO prospectus) | FY2022 to Q1 2025 | 5 Jun 2025 | 0001193125-25-135795 |
| DEF 14A | 2026 annual meeting | 1 Apr 2026 | 0001876042-26-000112 |
| 8-K (5.07) | 2026 annual meeting | 18 May 2026 | 0001876042-26-000159 |
| 8-K (1.01) | Tazapay | 8 Sep 2026 | 0001876042-26-000267 |
| 8-K (8.01) | Binance | 22 Sep 2026 | 0001876042-26-000276 |
| 8-K (8.01) | ARC second closing | 2 Jul 2026 | 0001876042-26-000205 |
| 8-K (5.02) | Leadership | 25 Sep 2026 | 0001876042-26-000279 |
Table A.2 Peer and sector filings used
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Block | 8-K Ex 99.1 Q2 2026 | 5 Aug 2026 | 0001193125-26-335117 |
| Block | 8-K Ex 99.1 Q3 2026 | 5 Nov 2026 | 0001628280-26-069513 |
| Coinbase | 10-K FY2025 | 12 Feb 2026 | 0001679788-26-000015 |
| Coinbase | 10-Q Q3 2026 | 29 Oct 2026 | 0001679788-26-000122 |
| Coinbase | 8-K Ex 99.1 Q3 2026 | 29 Oct 2026 | 0001679788-26-000121 |
| Galaxy Digital | 8-K Ex 99.1 Q3 2026 | 27 Oct 2026 | 0001859392-26-000108 |
| PayPal | 8-K Ex 99.1 Q3 2026 | 27 Oct 2026 | 0001633917-26-000086 |
| PayPal | 10-Q Q3 2026 | 27 Oct 2026 | 0001633917-26-000088 |
| Robinhood | 10-Q Q3 2026 | 27 Oct 2026 | 0001783879-26-000167 |
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 12 Nov 2025 | EX-99.1 | Q3 2025 results release | Revenue $740m, +66%; USDC $73.7bn, +108%; reserve return rate 4.2%; FY2025 outlook raised |
| 25 Feb 2026 | EX-99.1 | Q4 and FY2025 results release | FY2025 revenue $2.75bn, +64%; adjusted EBITDA $582m; EURC €310m; first FY2026 outlook |
| 17 Mar 2026 | EX-99.1 | Director appointment release | Kirk Koenigsbauer joins the Compensation and Risk Committees |
| 11 May 2026 | EX-99.1 | Q1 2026 results release | Revenue $694m, +20%; USDC $77.0bn; ARC presale $222m at $3bn fully diluted valuation |
| 5 Aug 2026 | EX-99.1 | Q2 2026 results release | Revenue $701m, +7%; OCC final approval for Circle National Trust; outlook raised incl. ARC presale revenue |
| 8 Sep 2026 | EX-2.1 | Tazapay share purchase agreement | $400m in Class A shares; 5% and 3% indemnity holdbacks; nine month outside date, extendable to 15 |
| 8 Sep 2026 | EX-99.1 | Tazapay release | Over $25bn annualized payment volume; payout rails in over 100 markets |
| 25 Sep 2026 | EX-99.1 | CFO transition release | Jeremy Fox‑Geen to step down after more than five years; search for a successor started |
| 4 Nov 2026 | EX-99.1 | Q3 2026 results release | Revenue $865m incl. $182m ARC presale; reserve return rate 3.5%; outlook unchanged |
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