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Circle Reports Third Quarter 2025 Results

Circle Internet Group, Inc. (NYSE: CRCL) today announced results for the third quarter of fiscal year 2025.

Financial Highlights

  • USDC in circulation of $73.7 billion at quarter end grew 108% year-over-year
  • Total revenue and reserve income of $740 million grew 66% year-over-year
  • Net Income of $214 million increased 202% year-over-year
  • Adjusted EBITDA of $166 million grew 78% year-over-year

Corporate & Commercial Highlights

  • More than 100 Companies Joined the Launch of Arc Public Testnet: Brands representing some of the most important companies in banking, payments, digital assets, technology, capital markets, asset issuers and developers participated in the Arc public testnet launch.
  • Arc Token: Circle is exploring the possibility of launching a native token on the Arc Network.
  • Circle Payments Network (CPN) Expansion: 29 financial institutions enrolled on CPN, 55 additional going through eligibility reviews and 500 in the pipeline.
  • Increasing Adoption: New partnerships and expanded collaborations across digital assets, banking infrastructure, payments, international dollar access and capital markets that included Brex, Deutsche Börse Group, Finastra, Fireblocks, Hyperliquid, Kraken, Unibanco Itaú and Visa.

“Circle continued to see accelerating adoption of USDC and our platform in the third quarter as we build the new Economic OS for the internet,” said Jeremy Allaire, Co-Founder, Chief Executive Officer, and Chairman at Circle. “The launch of the Arc public testnet met with extraordinary enthusiasm from partners across traditional and digital finance – evidence of the deep and diverse ecosystem forming around open, programmable money. As digital dollars become integrated with the technological utility of the internet, Circle’s infrastructure is helping global finance move with greater trust, transparency and velocity. With growing circulation, accelerating commercial partnerships and expanding collaboration across industries, we’re proud of the tangible progress toward a more open and efficient global financial system.”

Key Financial Results and Operating Indicators

The following table presents our key results and operating indicators, as well as the relevant GAAP measures, for the periods indicated:

Key Financial Results

Q3 2025

YoY Change

($ in millions unless noted otherwise)

 

Total Revenue and Reserve Income

$740

66%

Revenue Less Distribution Costs(1)

$292

55%

RLDC Margin(2)

39%

(270bps)

Net Income from Continuing Operations

$214

202%

Net Income from Continuing Operations Margin(3)

29%

NM

Adjusted EBITDA(4)

$166

78%

Adjusted EBITDA Margin(4)

57%

737bps

Key Operating Indicators

Q3 2025

YoY Change

(USDC related figures in $ billions; meaningful wallets in millions)

 

 

USDC in Circulation, end of period

$73.7

108%

Average USDC in Circulation

$67.8

97%

Reserve Return Rate

4.2%

(96bps)

USDC on Platform, end of period

$10.2

1,277%

Daily Weighted-Average Percentage of USDC on Platform

13.5%

1,172bps

USDC Minted

$79.7

128%

USDC Redeemed

$67.3

112%

Stablecoin Market Share, end of period(5)

29%

643bps

Meaningful Wallets, end of period(6)

6.3

77%

(1)

Revenue Less Distribution Costs (RLDC) is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs.

(2)

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

(3)

Net Income from Continuing Operations Margin is calculated as Net Income from Continuing Operations / Total Revenue and Reserve Income.

(4)

Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented. Adjusted EBITDA Margin is calculated as Adjusted EBITDA / Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs.

(5)

Defined as the amount of USDC in circulation as a percentage of USD-denominated fiat-backed stablecoins in circulation above $100 million, according to CoinMarketCap.

(6)

Onchain digital asset wallets that hold more than $10 USDC.

Third Quarter 2025 Financial Highlights and Operating Results

  • Reserve Income of $711 million increased 60% year-over-year, primarily from the 97% growth in average USDC in circulation, partially offset by a 96 bps decline in the reserve return rate.
  • Other Revenue of $29 million up $28 million year-over-year as subscription and services revenue and transaction revenue grew strongly.
  • Total Distribution, Transaction and Other Costs of $448 million increased 74% year-over-year, primarily from increased distribution payments reflecting higher USDC circulation balances and growth in Coinbase’s average on-platform holdings of USDC, and other strategic partnerships.
  • Operating Expenses of $211 million increased 70% year-over-year, primarily from higher compensation expenses, including $59 million of stock-based compensation expense in Q3.
  • Adjusted Operating Expenses of $131 million increased 35% year-over-year, primarily driven by higher cash compensation expenses due to increased average headcount of 14%, and general and administrative expenses.
  • Net Income of $214 million increased 202% year-over-year and included an income tax benefit of $61 million due to stock-based compensation expense, research and development tax credits and the impact of recently enacted U.S. tax legislation. Net Income also included a $48 million benefit from the decrease in fair value of our convertible debt caused by a lower stock price in the third quarter.
  • Adjusted EBITDA of $166 million increased 78% year-over-year reflecting the revenue growth from higher USDC in circulation and the operating leverage inherent in our business model.

Other Notable Items and Recent Developments

  • Arc public testnet: Circle announced the launch of Arc public testnet on Oct 28, with more than 100 participating companies. Arc is the Circle Layer-1 blockchain designed to meet the needs of developers and companies seeking to bring more economic activity onchain with programmable financial infrastructure for the global economy. Notably, the launch includes leading institutions spanning capital markets, banks, asset managers, insurers, payments, fintech and technology, as well as all parts of the digital asset ecosystem.
  • Native token on Arc: Circle is exploring the possibility of launching a native token on the Arc network which could foster network participation to drive adoption, further align the interests of Arc stakeholders and support the long-term growth and success of the Arc network.
  • CPN: CPN now supports flows in 8 countries with 29 financial institutions enrolled on CPN, 55 additional going through eligibility reviews and 500 in the pipeline. Since launch in late May this year, activity has grown sharply with annualized transaction volume based on trailing 30 day activity of $3.4 billion as of November 7, 2025.
  • Increasing adoption: A number of key partnerships and collaborations with USDC were announced since the second quarter, including with Brex, Deutsche Börse Group, Finastra, Fireblocks, Hyperliquid, Kraken, Unibanco Itaú and Visa.
  • USYC growth: Our tokenized money market fund, USYC, grew over 200% from June 30, 2025 to November 8, 2025, to approximately $1 billion.

Forward Outlook

To give investors insight into our business and expectations, management is providing guidance on the following key performance indicators.

Key Indicator

Period

Prior Outlook

Updated Outlook

USDC in Circulation

Multi-year through cycle

40% CAGR

No change

Other Revenue

FY 2025

$75-$85M

$90-$100M

RLDC Margin(1)

FY 2025

36-38%

~38%

Adjusted Operating Expenses(2)

FY 2025

$475-$490M

$495-$510M

(1)

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

(2)

Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented.

  • Other Revenue: We have raised the range to $90-$100M primarily as a result of higher subscription and services revenue in the third quarter, and underlying growth dynamics in transaction revenue.
  • RLDC Margin: We anticipate RLDC Margin to be ~38%, the upper end of our prior outlook.
  • Adjusted Operating Expenses: We have raised the range to $495-$510M, reflecting growing investment in building our platform, capabilities and global partnerships to meet the accelerating market interest and opportunity, as well as higher payroll taxes anticipated from option exercises.

Conference Call and Livestream Information

Circle will host a conference call to discuss the results for the third quarter 2025 on November 12, 2025 at 8:00 am ET. Circle’s Investor Relations website at https://investor.circle.com will provide access to the live webcast, as well as a replay of the call and transcript shortly following earnings.

In addition to filings with the Securities and Exchange Commission, Circle uses its Investor Relations website (https://investor.circle.com), its blog (https://www.circle.com/blog), press releases (https://www.circle.com/pressroom), public conference calls and webcasts, its X feed (https://x.com/circle), and its Linkedin page (https://www.linkedin.com/company/circle-internet-financial) as a means of disclosing material nonpublic information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor these mediums in addition to following Circle’s SEC filings.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial position, including for the third quarter ended September 30, 2025; 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 conditions, trends and growth; expectations relating to customer behaviors and preferences; our market position; potential market opportunities; and our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to: intense and increasing competition from new and existing issuers offering competing products, combined with the rise of yield-bearing digital assets, including TMMFs, that are attractive to digital asset trading participants, may reduce market demand and circulation of Circle stablecoins; stablecoins may face periods of uncertainty, loss of trust, or systemic shocks resulting in the potential for rapid redemption requests (or runs), and extreme scenarios, such as market shocks that affect the value of USDC’s reserves or simultaneous requests to redeem all or substantially all USDC in circulation, or concerns related to Circle stablecoin reserves, may lead to redemption delays and USDC reserves being insufficient to meet all redemption requests; as a relatively new innovation, stablecoins are particularly susceptible to operational challenges and risks, including due to surges in demand; any negative publicity regarding stablecoins or the broader digital asset industry may have an outsized negative effect on consumer confidence; the acceptance of Circle stablecoins could be negatively impacted by the disruptions in secondary marketplaces that facilitate the purchase and sale of Circle stablecoins; the GENIUS Act will change the payment stablecoin ecosystem and may affect our business in ways that cannot yet be known; the GENIUS Act amends the U.S. federal securities laws to explicitly exclude from the definition of “security” payment stablecoins issued by PPSIs, which will include USDC, however, until those amendments are effective, we will continue to rely on our conclusion that USDC is not a security under the U.S. federal securities laws; we hold a substantial amount of USDC reserves in the Circle Reserve Fund and thus are subject to risks associated with the issuer, the manager, and the custodian of the Circle Reserve Fund; any significant disruption in our or our third-party service providers’ or partners’ technology could result in a loss of customers or funds and adversely impact our business, results of operations, financial condition, and prospects; our customers’ funds and digital assets may fail to be adequately safeguarded by us or the third-party service providers upon whom we rely; our inability to maintain existing relationships with financial institutions and similar firms or to enter into new such relationships could impact our ability to offer services to customers; we are subject to credit risks in respect of counterparties, including banks and other financial institutions; if we are unable to maintain existing distribution arrangements or enter into additional distribution arrangements on less favorable financial terms, USDC and EURC in circulation and Circle’s financial results may be adversely affected; the Arc network may not be successful and we may not realize a return on our investments and resources devoted to this project; any potential launch of a native token on the Arc network is uncertain and may pose additional risks to Circle; our products and services may be exploited by our customers, employees, service providers, and other third parties to facilitate illegal activity such as fraud, money laundering, terrorist financing, gambling, tax evasion, and scams; our compliance and risk management methods might not be effective; fluctuations in interest rates could impact our results of operations; we are subject to an extensive and highly evolving regulatory landscape; the regulatory environment to which we are subject gives rise to various licensing requirements, significant compliance costs and other restrictions, and noncompliance could result in a range of penalties, including fines, compliance costs, operational restrictions, reputational damage, and loss of licenses; we are subject to laws, regulations, and executive orders regarding economic and trade sanctions, anti-bribery, AML, and counter-terrorism financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them; and insiders will continue to have substantial control over Circle and limit shareholders ability to influence the outcome of key transactions, including a change of control. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. 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. Further information on risks that could cause actual results to differ materially from forecasted results are, or will be included, in our filings we make with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 to be filed with the SEC on November 12, 2025. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

About Circle Internet Group, Inc.

Circle (NYSE: CRCL) is a global financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. Circle is building the world’s largest, most-widely used, stablecoin network, and issues, through its regulated affiliates, USDC and EURC stablecoins. Circle provides a comprehensive suite of financial and technology services that empower enterprises and developers to integrate stablecoins and blockchains into their products, services and business operations.

CIRCLE INTERNET GROUP, INC. – CONDENSED CONSOLIDATED BALANCE SHEETS

(in $ thousands, except share information)

 

September 30,

2025

 

December 31,

2024

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,348,901

 

 

$

750,981

 

Cash and cash equivalents segregated for corporate-held stablecoins

 

 

837,143

 

 

 

294,493

 

Cash and cash equivalents segregated for the benefit of stablecoin holders

 

 

73,372,843

 

 

 

43,918,572

 

Accounts receivable, net

 

 

22,154

 

 

 

6,418

 

Stablecoins receivable, net

 

 

1,000

 

 

 

6,957

 

Prepaid expenses and other current assets

 

 

321,343

 

 

 

187,528

 

Total current assets

 

 

75,903,384

 

 

 

45,164,949

 

Non-current assets:

 

 

 

 

Restricted cash

 

 

3,222

 

 

 

3,558

 

Investments

 

 

81,781

 

 

 

84,114

 

Fixed assets, net

 

 

23,486

 

 

 

18,682

 

Digital assets

 

 

51,550

 

 

 

31,330

 

Goodwill

 

 

266,384

 

 

 

169,544

 

Intangible assets, net

 

 

411,990

 

 

 

331,394

 

Deferred tax assets, net

 

 

13,414

 

 

 

10,223

 

Other non-current assets

 

 

25,797

 

 

 

20,615

 

Total assets

 

$

76,781,008

 

 

$

45,834,409

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Deposits from stablecoin holders

 

$

73,267,103

 

 

$

43,727,363

 

Accounts payable and accrued expenses

 

 

268,955

 

 

 

287,007

 

Convertible debt, net of debt discount

 

 

149,094

 

 

 

 

Other current liabilities

 

 

16,604

 

 

 

16,597

 

Total current liabilities

 

 

73,701,756

 

 

 

44,030,967

 

Non-current liabilities:

 

 

 

 

Convertible debt, net of debt discount

 

 

 

 

 

40,717

 

Deferred tax liabilities, net

 

 

31,345

 

 

 

29,559

 

Warrant liability

 

 

 

 

 

1,591

 

Other non-current liabilities

 

 

24,551

 

 

 

21,281

 

Total non-current liabilities

 

 

55,896

 

 

 

93,148

 

Total liabilities

 

$

73,757,652

 

 

$

44,124,115

 

 

 

 

 

 

Commitments and contingencies

Redeemable convertible preferred stock

 

 

 

 

Redeemable convertible preferred stock ($0.0001 par value, nil and 139.8 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of nil and $1.1 billion as of September 30, 2025 and December 31, 2024, respectively)

 

 

 

 

 

1,139,765

 

Stockholders’ equity

 

 

 

 

Class A common stock ($0.0001 par value; 2.5 billion and 300.0 million authorized as of September 30, 2025 and December 31, 2024, respectively; 215.2 million and 56.4 million issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

 

 

23

 

 

 

6

 

Class B common stock ($0.0001 par value; 500.0 million and nil authorized as of September 30, 2025 and December 31, 2024, respectively; 19.0 million and nil issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

 

 

2

 

 

 

 

Class C common stock ($0.0001 par value; 500.0 million and nil authorized as of September 30, 2025 and December 31, 2024, respectively; nil issued and outstanding as of September 30, 2025 and December 31, 2024)

 

 

 

 

 

 

Treasury stock at cost (5.0 million shares held as of September 30, 2025 and December 31, 2024)

 

 

(2,877

)

 

 

(2,877

)

Additional paid-in capital

 

 

4,437,594

 

 

 

1,792,969

 

Accumulated deficit

 

 

(1,426,125

)

 

 

(1,223,213

)

Accumulated other comprehensive income

 

 

14,739

 

 

 

3,644

 

Total stockholders’ equity

 

 

3,023,356

 

 

 

570,529

 

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

 

$

76,781,008

 

 

$

45,834,409

 

CIRCLE INTERNET GROUP, INC. – CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share information)

 

Three Months Ended

Nine Months Ended

 

September 30, 2025

 

September 30, 2024

 

September 30, 2025

 

September 30, 2024

Revenue and reserve income

 

 

 

 

 

 

 

 

Reserve income

 

$

711,241

 

 

$

445,215

 

$

1,903,426

 

 

$

1,228,117

 

Other revenue

 

 

28,518

 

 

 

547

 

 

72,984

 

 

 

12,769

 

Total revenue and reserve income

 

 

739,759

 

 

 

445,762

 

 

1,976,410

 

 

 

1,240,886

 

Distribution, transaction and other costs

 

 

 

 

 

 

 

 

Distribution and transaction costs

 

 

447,199

 

 

 

257,422

 

 

1,200,983

 

 

 

707,065

 

Other costs

 

 

413

 

 

 

281

 

 

1,218

 

 

 

5,752

 

Total distribution, transaction and other costs

 

 

447,612

 

 

 

257,703

 

 

1,202,201

 

 

 

712,817

 

Operating expenses

 

 

 

 

 

 

 

 

Compensation expenses

 

 

129,295

 

 

 

65,269

 

 

708,307

 

 

 

194,022

 

General and administrative expenses

 

 

45,477

 

 

 

33,337

 

 

119,301

 

 

 

99,583

 

Depreciation and amortization expenses

 

 

23,002

 

 

 

13,122

 

 

51,091

 

 

 

37,347

 

IT infrastructure costs

 

 

9,401

 

 

 

6,865

 

 

25,833

 

 

 

20,074

 

Marketing expenses

 

 

5,623

 

 

 

4,382

 

 

17,393

 

 

 

10,838

 

Digital assets (gains) losses

 

 

(1,671

)

 

 

1,285

 

 

3,906

 

 

 

(159

)

Total operating expenses

 

 

211,127

 

 

 

124,260

 

 

925,831

 

 

 

361,705

 

Operating income (loss) from continuing operations

 

 

81,020

 

 

 

63,799

 

 

(151,622

)

 

 

166,364

 

Other (expense) income, net

 

 

72,071

 

 

 

22,365

 

 

(91,453

)

 

 

44,843

 

Net income (loss) from continuing operations before income taxes

 

 

153,091

 

 

 

86,164

 

 

(243,075

)

 

 

211,207

 

Income tax expense (benefit)

 

 

(61,294

)

 

 

15,168

 

 

(40,151

)

 

 

58,649

 

Net income (loss) from continuing operations

 

$

214,385

 

 

$

70,996

 

$

(202,924

)

 

$

152,558

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.93

 

 

$

0.00

 

$

(1.53

)

 

$

0.32

 

Diluted

 

$

0.64

 

 

$

0.00

 

$

(1.53

)

 

$

0.25

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used in computing earnings (loss) per share:

 

 

 

 

 

 

 

 

Basic

 

 

229,895

 

 

 

54,553

 

 

132,422

 

 

 

54,309

 

Diluted

 

 

266,682

 

 

 

73,125

 

 

132,422

 

 

 

73,026

 

Quarterly Results of Operations

The following table summarizes certain key financial performance measures derived from our unaudited quarterly consolidated statements of operations data for each of the three months ended September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025. The information for each of these periods has been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of management, reflects all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods.

  Three months ended
(in $ millions, except RLDC Margin and Net Reserve Margin)‎   September 30, 2025   June 30, 2025   March 31, 2025   December 31, 2024   September 30, 2024
‎Reserve Income  

$

711

 

 

$

634

 

 

$

558

 

 

$

433

 

 

$

445

 

Other Revenue  

 

29

 

 

24

 

 

 

21

 

 

 

2

 

 

 

1

 

Total Revenue and ‎Reserve Income  

$

740

 

 

$

658

 

 

$

579

 

 

$

435

 

 

$

446

 

Distribution and Transaction Costs  

$

447

 

 

$

406

 

 

$

347

 

 

$

304

 

 

$

257

 

Other Costs  

 

0

 

 

 

0

 

 

 

0

 

 

 

1

 

 

 

0

 

Total Distribution, ‎Transaction and Other ‎Costs  

$

448

 

 

$

407

 

 

$

348

 

 

$

305

 

 

$

258

 

Total Revenue and Reserve Income less Total Distribution, Transaction ‎and Other Costs  

$

292

 

 

$

251

 

 

$

231

 

 

$

131

 

 

$

188

 

RLDC Margin(1)  

 

39

%

 

 

38

%

 

 

40

%

 

 

30

%

 

 

42

%

Net Reserve Margin(2)  

 

37

%

 

 

36

%

 

 

38

%

 

 

30

%

 

 

42

%

Note: Figures presented may not sum precisely due to rounding.

(1)

RLDC Margin is calculated as Total Revenue and Reserve Income less Total Distribution, Transaction and Other Costs as a percentage of Total Revenue and Reserve Income.

(2)

Net Reserve Margin is Reserve Income less Distribution and Transaction Costs as a percentage of Reserve Income.

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, Adjusted EBITDA and Adjusted Operating Expenses are non-GAAP financial measures regarding our operational performance.

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. Accordingly, we believe that non-GAAP measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Non-GAAP financial measures, including Adjusted EBITDA and Adjusted Operating Expenses, have limitations as financial measures and should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is calculated as net income (loss) from continuing operations excluding: depreciation and amortization expense; interest expense, net of amortization of discounts and premiums; interest income; income tax expense (benefit); stock-based compensation expense; certain legal expenses; realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and strategic investments; realized (gains) losses on available-for-sale debt securities; impairment losses on strategic investments; merger termination expenses; restructuring expenses; acquisition-related costs; change in fair value of convertible debt, warrant liability, and embedded derivatives; losses on sale of long-lived assets; and foreign currency exchange (gain) loss.

We believe it is useful to exclude non-cash charges, such as depreciation and amortization, stock-based compensation expense, and change in fair value of various financial instruments from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax expense (benefit), interest income, interest expense, and non-routine items as these items are not components of our core business operations.

Adjusted Operating Expenses

Adjusted operating expenses excludes depreciation and amortization, future Donor Advised Fund (DAF) contributions to the Circle Foundation, digital asset (gains) losses, and stock-based compensation.

We believe it is useful to exclude certain non-cash charges from Adjusted Operating Expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

We have provided a reconciliation below of Adjusted EBITDA to Net Income (Loss) from Continuing Operations and of Adjusted Operating Expenses to Operating Expenses, in each case, the most directly comparable GAAP financial measure.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME (LOSS) FROM CONTINUING OPERATIONS

(in $ thousands)

 

Three Months Ended

 

 

September 30, 2025

 

June 30, 2025

 

March 31, 2025

 

December 31, 2024

 

September 30, 2024

Net income (loss) from continuing operations

 

$

214,385

 

 

$

(482,100

)

 

$

64,791

 

 

$

4,433

 

 

$

70,996

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

23,002

 

 

 

14,209

 

 

 

13,880

 

 

 

13,507

 

 

 

13,122

 

Interest expense, net of amortization of discounts and premiums

 

 

354

 

 

 

344

 

 

 

335

 

 

 

357

 

 

 

548

 

Interest income(1)

 

 

(13,453

)

 

 

(9,952

)

 

 

(7,965

)

 

 

(8,646

)

 

 

(9,253

)

Income tax expense (benefit)

 

 

(61,294

)

 

 

(3,903

)

 

 

25,046

 

 

 

5,934

 

 

 

15,168

 

Stock-based compensation expense

 

 

59,081

 

 

 

434,966

 

 

 

12,716

 

 

 

11,142

 

 

 

12,763

 

Legal expenses(2)

 

 

3,014

 

 

 

1,706

 

 

 

1,905

 

 

 

4,834

 

 

 

1,813

 

Realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and strategic investments

 

 

(2,267

)

 

 

(5,738

)

 

 

8,263

 

 

 

(4,470

)

 

 

(1,955

)

Realized (gains) losses on available-for-sale debt securities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(75

)

 

 

(9

)

Impairment losses on strategic investments

 

 

500

 

 

 

506

 

 

 

-

 

 

 

1,580

 

 

 

623

 

Restructuring expenses(3)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

646

 

Acquisition-related costs(4)

 

 

-

 

 

 

-

 

 

 

535

 

 

 

1,054

 

 

 

-

 

Change in fair value of convertible debt, warrant liability, and embedded derivatives

 

 

(56,212

)

 

 

167,724

 

 

 

2,382

 

 

 

4,225

 

 

 

(12,369

)

Losses on sale of long-lived assets

 

 

6

 

 

 

4

 

 

 

12

 

 

 

7

 

 

 

9

 

Foreign currency exchange (gain) loss

 

 

(655

)

 

 

8,067

 

 

 

539

 

 

 

(1,157

)

 

 

1,183

 

Adjusted EBITDA

 

$

166,461

 

 

$

125,833

 

 

$

122,439

 

 

$

32,725

 

 

$

93,285

 

(1)

Reflects interest income from corporate cash and cash and cash equivalents balances. For the avoidance of doubt, this amount does not include the impact of reserve income.

(2)

Reflects litigation expenses related to the FT Partners litigation, legal and settlement expenses related to legacy businesses, and legal fees related to the one-time establishment of new governance structures to comply with U.S. regulatory requirements.

(3)

Reflects one-time restructuring expenses incurred in connection with our change in domicile from the Republic of Ireland to the state of Delaware.

(4)

Reflects one-time legal and professional services costs related to the Hashnote acquisition.

CIRCLE INTERNET GROUP, INC. – RECONCILIATION OF ADJUSTED OPERATING EXPENSES TO OPERATING EXPENSES

(in $ thousands)

 

Three Months Ended

 

 

September 30, 2025

 

June 30, 2025

 

March 31, 2025

 

December 31, 2024

 

September 30, 2024

Operating expenses

 

$

211,127

 

 

$

576,718

 

 

$

137,986

 

 

$

130,026

 

 

$

124,260

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense(1)

 

 

(59,081

)

 

 

(434,966

)

 

 

(12,716

)

 

 

(11,142

)

 

 

(12,763

)

Depreciation and amortization expense(2)

 

 

(23,002

)

 

 

(14,209

)

 

 

(13,880

)

 

 

(13,507

)

 

 

(13,122

)

Digital asset (gains) losses(3)

 

 

1,671

 

 

 

693

 

 

 

(6,270

)

 

 

4,093

 

 

 

(1,285

)

Adjusted Operating Expenses

 

$

130,715

 

 

$

128,236

 

 

$

105,120

 

 

$

109,470

 

 

$

97,090

 

(1)

Stock-based compensation expense represents equity compensation, a non-cash expense.

(2)

Depreciation and amortization expense includes depreciation of fixed assets, and amortization of capitalized engineering costs and intangible assets.

(3)

Digital assets (gains) losses represent the fair value gains/losses of digital assets, a non-cash expense.

CIRCLE INTERNET GROUP, INC. – FORWARD OUTLOOK RECONCILIATION OF ADJUSTED OPERATING EXPENSES TO OPERATING EXPENSES

(in $ millions)

 

FY 2025

 

 

Low

 

High

Operating expenses

 

$

1,153

 

 

$

1,193

 

Adjusted for:

 

 

 

 

Stock-based compensation expense(1)

 

 

(556

)

 

 

(571

)

Depreciation and amortization expense(2)

 

 

(70

)

 

 

(80

)

Digital asset (gains) losses(3)

 

 

(4

)

 

 

(4

)

DAF contribution(4)

 

 

(28

)

 

 

(28

)

Adjusted Operating Expenses

 

$

495

 

 

$

510

 

(1)

Stock-based compensation expense represents equity compensation, a non-cash expense. The range of guidance depends on incremental headcount through the rest of the year.

(2)

Depreciation and amortization expense includes depreciation of fixed assets, and amortization of capitalized engineering costs and intangible assets. The range of the guidance depends on capitalization rates, total stock-based compensation and cash compensation throughout the rest of the year.

(3)

Digital assets (gains) losses represent the year to date fair value gains/losses of digital assets, a non-cash expense, and we are not forecasting the amounts in Q4’25.

(4)

DAF contribution represents our anticipated transfer of 268,240 shares of Class A common stock to the Donor Advised Fund for the Circle Foundation and is a non-cash expense arising from donating the company’s equity. The amount is estimated as at the closing stock price of CRCL on November 7, 2025 ($103.14), however, such amount will be dependent on the stock price on the date of transfer.

 

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