Circle Internet Group Inc-A美股招股说明书(2025-08-15版)

ClassA common stock We are offering 2,000,000 shares of ClassA common stock and the selling stockholders identified in this prospectus are offering 8,000,000shares of ClassA common stock. We will not receive any proceeds from the sale of shares of ClassA common stock by the selling stockholders. Our ClassA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CRCL”. On August 14, 2025, the lastreported sale price of our ClassA common stock on the NYSE was $139.23 per share. We have three authorized series of common stock: ClassA common stock, which is entitled to one vote per share; ClassB common stock, whichis entitled to 5 votes per share (but the aggregate voting power of Class B common stock cannot exceed 30% of the total voting power of ourcapital stock); and Class C common stock, which does not have any voting power other than to the extent set forth in our certificate ofincorporation or otherwise required by applicable law. Holders of our common stock vote together as a single class on all matters, except asotherwise set forth in our certificate of incorporation or as required by applicable law. Our Class B common stock is convertible into ClassAcommon stock on a one-for-one basis at the option of the holder. In addition, our Class B common stock will automatically convert into ClassAcommon stock on a one-for-one basis upon any transfer, except for permitted transfers described in our certificate of incorporation, and in certainother circumstances. Our Class C common stock is convertible into ClassA common stock on a one-for-one basis in connection with certainassignments and transfers. Our Class B common stock, which is held by our founders Jeremy Allaire and P. Sean Neville and certain entitiescontrolled by our founders, will represent 30% of the total voting power of our outstanding common stock following this offering. (1)See “Underwriting (Conflicts of Interest)” for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 1,500,000 additional shares of ClassA common stock. The underwriters expect to deliver the shares to purchasers on or about August 18, 2025 through the book-entry facilities of The Depository TrustCompany. Deutsche Bank Securities August 14, 2025 Table of Contents Table of contents GLOSSARYiiiPROSPECTUS SUMMARY1RISK FACTORS23CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS68USE OF PROCEEDS70DIVIDEND POLICY71CAPITALIZATION72MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS73BUSINESS117MANAGEMENT154COMPENSATION DISCUSSION& ANALYSIS159CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS184PRINCIPAL AND SELLING STOCKHOLDERS186DESCRIPTION OF CAPITAL STOCK191MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASSA COMMON STOCK199SHARES ELIGIBLE FOR FUTURE SALE202UNDERWRITING (CONFLICTS OF INTEREST)205CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE216LEGAL MATTERS217EXPERTS218WHERE YOU CAN FIND MORE INFORMATION219INDEX TO FINANCIAL STATEMENTSF-1 On July1, 2024, we consummated an Irish High Court-approved scheme of arrangement, pursuant to which issued ordinary shares andpreferred shares in the capital of Circle Internet Financial Limited were cancelled and, in connection with such cancellation, Circle InternetGroup, Inc., a Delaware corporation, issued an equivalent number of shares of its capital stock of the same class and series to then-shareholders of Circle Internet Financial Limited. Upon the consummation of the scheme of arrangement, Circle Internet Financial Limitedbecame a wholly owned subsidiary of Circle Internet Group, Inc. In this prospectus, unless otherwise indicated or the context otherwiserequires, “Circle,” the “Company,” “we,” “us,” and similar terms refer to (i)prior to the consummation of the scheme of arrangement onJuly1, 2024, Circle Internet Financial Limited and its consolidated subsidiaries and (ii)following the consummation of the scheme ofarrangement on July1, 2024, Circle Internet Group, Inc. and its consolidated subsidiaries. We, the selling stockholders and the underwriters have not authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provideyou. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of ClassA common stock only in jurisdictions whereoffers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of thisprospectus or any sale of any securities. Our business, financial condition, results of o