01—Abstract
Summary
Summary of the 10-K/A filed July 13, 2026. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 on Form 10-K/A for Circle Internet Group, Inc. (Class A shares outstanding of 228,100,955 and Class B of 18,714,651 as of March 5, 2026) supplements the original Form 10-K filed March 9, 2026.
Its sole purpose is to add the separately audited financial statements of the Circle Reserve Fund, a money market fund managed by BlackRock Advisors, LLC, as required by Rule 3-09 of Regulation S-X. The Fund's fiscal year ends April 30, so its audited statements for the year ended April 30, 2026 were not available when the original 10-K was filed. The amendment does not otherwise update the original Form 10-K.
Deloitte & Touche LLP issued an unqualified opinion on the Fund's statements, dated June 23, 2026. The Fund's financial statements show a net asset value of $66.37 billiona at April 30, 2026, up from $54.21 billion a year earlier. Its investments were $66.11 billion, consisting of $46.998 billion in repurchase agreements and $19.11 billion in U.S. Treasury obligations.
For the year, total investment income was $2.49 billionb and net investment income was $2.43 billion. The Fund sold $36.15 billion of shares and had $24.00 billion of redemptions. The filing states that Circle holds the Fund's shares as part of the reserves backing its stablecoin issuance, and that large redemptions could affect the Fund's liquidity and net assets.
For investors, the amendment provides independent audited support for the composition and size of the Fund that backs Circle's stablecoin reserves. The Fund's Institutional shares reported a total return of 4.02%c for the year ended April 30, 2026, with a net expense ratio of 0.09% after fee waivers and reimbursements.
02—Key points
Key Highlights
- Form 10-K/A Amendment No. 1 adds audited financial statements of the Circle Reserve Fund as of and for the year ended April 30, 2026, as required by Rule 3-09 of Regulation S-X.
- The Circle Reserve Fund reported net assets of $66.37 billion at April 30, 2026, compared with $54.21 billion at April 30, 2025.
- Investments totaled $66.11 billion, including $46.998 billion of repurchase agreements (70.8% of net assets) and $19.11 billion of U.S. Treasury obligations (28.8% of net assets).
- For the year ended April 30, 2026, the Fund reported total investment income of $2.49 billion and net investment income of $2.43 billion.
- The Fund sold $36.15 billion of shares and redeemed $24.00 billion during the year, a net increase of $12.15 billion from capital transactions.
- Deloitte & Touche LLP issued an unqualified opinion on the Fund's financial statements, dated June 23, 2026.
- The filing states that Circle holds the Fund's shares as reserves for its stablecoin issuance and that large redemptions could affect the Fund's liquidity.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2025filed July 13, 2026Financial Statements
FY2025 against FY2024
| Line item | FY2025FY2024 | Change |
|---|---|---|
| Revenue | $2.75B$1.68B | +63.9% |
| Operating Expenses | $1.18B$491.73M | +139.9% |
| Operating Income | -$96.44M$167.16M | −157.7% |
| Net Income | -$69.51M$155.67M | −144.7% |
| EPS (Basic) | $-0.44$0.33 | −233.3% |
| EPS (Diluted) | $-0.44$0.30 | −246.7% |
| Shares Outstanding (Basic) | 158.70M54.41M | +191.7% |
| Shares Outstanding (Diluted) | 158.70M73.04M | +117.3% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The amendment supplies the separately audited financial statements of the Circle Reserve Fund, as required by Rule 3-09 of Regulation S-X. The Fund's fiscal year ends April 30, so its audited statements were not available when the original Form 10-K was filed on March 9, 2026. The amendment does not otherwise update the original filing.
What does the Circle Reserve Fund hold?
At April 30, 2026, the Fund held $46.998 billion in repurchase agreements and $19.11 billion in U.S. Treasury obligations, with total investments of $66.11 billion and net assets of $66.37 billion. The Fund's investments are valued under the amortized cost method and it seeks to maintain a net asset value of $1.00 per share.
How is the Fund related to Circle's stablecoin business?
The filing states that shares of the Fund are held by Circle as part of the reserves associated with its issuance of stablecoins to customers, and that the Fund's assets are expected to fluctuate with the creation and redemption of stablecoins. Shares are available for purchase only by Circle Internet Financial, LLC and Circle Internet Financial Europe SAS.
How did the Fund perform in the year ended April 30, 2026?
The Fund's Institutional shares reported a total return of 4.02% based on net asset value, with net investment income of 3.93% of average net assets. Total expenses were 0.20% of average net assets, and expenses after fee waivers and reimbursements were 0.09%.
Did the auditor identify any issues?
Deloitte & Touche LLP stated that the Fund's financial statements present fairly, in all material respects, its financial position as of April 30, 2026, and its results of operations and changes in net assets for the periods stated, in conformity with U.S. GAAP. The Fund's management reported no subsequent events requiring adjustment or disclosure.
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