Circle Internet 2025年度报告

SECURITIES AND EXCHANGE COMMISSION FORM 10-K/A (Mark One) ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For transition period fromto CIRCLE INTERNET GROUP, INC. (Exact name of registrant as specified in its charter) 99-2840247 (I.R.S. EmployerIdentification Number) One World Trade Center, New York, NY 10007(332) 334-0660(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of theregistrant’s shares of Class A common stock as reported by the New York Stock Exchange on June 30, 2025 was approximately $37.6 billion.As of March5, 2026, the registrant had outstanding 228,100,955, 18,714,651, and nil of shares of Class A, Class B, and Class C common stock,respectively, each with a par value of $0.0001. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, or Proxy Statement, filed pursuant to Regulation 14A withthe Securities and Exchange Commission on April 1, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K. EXPLANATORY NOTE This Amendment No.1 on Form 10-K/A (this “Amendment”) amends and supplements the Annual Report on Form 10-K of Circle InternetGroup, Inc. (the “Company”) for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”)on March 9, 2026 (the “Original Form 10-K”), solely to provide the separate audited financial statements of the Circle Reserve Fund (the“Fund”), a money market fund managed by BlackRock Advisors, LLC, as required by Rule 3-09 of Regulation S-X under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). The audited financial statements of the Fund were not available at the time of thefiling of the Original Form 10-K because the Fund has a fiscal year end of April 30. Accordingly, this Amendment hereby amends Part IV, Item15 of the Original Form 10-K solely to include the audited financial statements of the Fund as of and for the year ended April 30, 2026, togetherwith the related report of Deloitte & Touche LLP, the Fund’s independent registered public accounting firm. The consent of Deloitte & T