CRCL 8-K Current Reports

Circle Internet Group 8-K Report, Financial Results (Nov 4, 2026)

Circle Internet Group 8-K Report, Executive Changes (Sep 25, 2026)

Circle Internet Group, Inc. (NYSE: CRCL) reported two leadership changes in this Current Report dated September 25, 2026. Director P. Sean Neville, a co-founder who has served on the Board since 2016, resigned effective immediately for personal reasons as part of an orderly Board refreshment; the filing states this was not due to any disagreement with the Company. The Board size was reduced from eight to seven directors as a result. Chief Financial Officer Jeremy Fox-Geen notified the Company of his intention to step down. He will remain CFO through the end of December 2026, or until a successor is appointed if sooner, and the Company has commenced a search for a new CFO with a leading executive search firm. Under a Post-Termination Restrictive Covenant Agreement, he will continue to receive his $500,000 annualized base salary, remain eligible for a 2026 annual incentive at a target of 110% of base salary, and keep vesting in equity awards. In exchange for compliance with restrictive covenants and a release, he will receive a cash payment of $1,050,000 paid monthly over 12 months, two additional months of RSU vesting acceleration, and a 12-month extension of the exercise period for his non-qualified stock options. The Company also furnished a press release (Exhibit 99.1) announcing the CFO transition, in which Chairman and CEO Jeremy Allaire thanked Mr. Fox-Geen for his role in building the finance organization and the company's $1.2 billion initial public offering. The filing states the press release is furnished under Item 7.01 and not deemed filed for Section 18 purposes.

Circle Internet Group 8-K Report, Corporate Update (Sep 22, 2026)

Circle Internet Group, Inc. disclosed under Item 8.01 that on September 17, 2026, certain of its subsidiaries entered into arrangements with Binance that expand their existing strategic partnership to promote USDC held through Circle's Modular Smart Contract Wallet infrastructure service. The new agreement supersedes and replaces the arrangements the company previously entered into with Binance in November 2024 and August 2025. Under the arrangements, Circle agreed to pay Binance a monthly incentive fee calculated as a percentage of the USDC held through the service, and Binance agreed to undertake certain other activities to promote USDC on its platform. The arrangement has a five-year term, and either party may unilaterally terminate it before expiration upon specified events. On the same date, Circle entered into a subscription agreement with Binance and sold 1,237,011 shares of Class A common stock at $80.84 per share, for aggregate proceeds to the company of $100 million. The filing states the price reflected a discount to the market price of the Class A common stock prior to closing. The sale closed substantially concurrently with the execution of the subscription agreement and the commercial arrangements. The shares were issued in a private placement exempt from registration under the Securities Act of 1933. Under the subscription agreement, Binance agreed not to sell, transfer, pledge, or hedge the subscribed shares until the earlier of the second anniversary of the closing or a termination of the commercial arrangements by Binance under certain circumstances, subject to customary exceptions. Binance retains its stockholder rights during that period, including voting rights.

Circle Internet Group 8-K Report, Material Agreement (Sep 8, 2026)

On September 8, 2026, Circle Internet Group, Inc. (NYSE: CRCL) announced that on September 4, 2026 it entered into a Share Purchase Agreement under which its indirect wholly owned subsidiary, Taurus Acquisition Inc., will acquire all outstanding shares of Singapore-based Tazapay Pte. Ltd. not already held by Purchaser or its affiliates. The aggregate consideration is $400,000,000 (adjusted for unpaid indebtedness, Target Company transaction expenses and cash held by the Target Company and its subsidiaries), payable in Circle Class A common stock, with the share count determined by dividing that amount by the 20-day volume-weighted average closing price ending the trading day before closing. A portion of the consideration is held back as recourse for indemnification: shares representing 5% of the aggregate consideration (Indemnity Holdback Shares, released in installments at 6, 12 and 18 months) and shares representing 3% (Indemnity Additional Holdback Shares, released in installments at 12, 24, 36 and 48 months). Circle also agreed to grant restricted stock units with an aggregate grant date fair value of $25,000,000 to agreed Tazapay employees following closing. The company's press release states the deal is expected to close in 2027, subject to closing conditions and regulatory approvals, including from the Monetary Authority of Singapore. The agreement has a nine-month initial outside date, extendable up to 15 months, and does not provide for any termination fee. The filing states that Tazapay brings over $25 billion of annualized payment volume, 60+ banking and fintech partners and local payout rails covering over 100 markets, and that approximately 60% of its transaction volume already includes stablecoins. The shares to be issued will initially be unregistered under Section 4(a)(2) and Regulation D or Regulation S, and Circle must file a prospectus supplement to its August 5, 2026 Form S-3 to provide for their resale at closing.

Circle Internet Group 8-K Report, Financial Results (Aug 5, 2026)

Circle Internet Group, Inc. reported second-quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. USDC in circulation was $73.3 billion at quarter end, up 19% year-over-year, and USDC onchain transaction volume in Q2'26 was $14.8 trillion, up 151% year-over-year. Total revenue and reserve income was $701 million, up 7%, and Revenue Less Distribution Costs (RLDC) was $289 million, up 15%, at a 41% RLDC margin. Net income from continuing operations was $48 million, an increase of $530 million year-over-year that management attributes to lower stock-based compensation following the Q2 2025 IPO. Adjusted EBITDA was $143 million, up 8%, with an Adjusted EBITDA margin of 50%. The company also reported that Circle received final approval from the U.S. Office of the Comptroller of the Currency to establish Circle National Trust, and approval from the New York Department of Financial Services for Circle New York Trust. Management said the Arc public mainnet launches September 16, and that CPN reached $14.7 billion in annualized transaction volume for the trailing 30 days as of quarter end, up 76% quarter-over-quarter. The CEO cited a slowed crypto market and current rate environment as conditions affecting quarterly results. Full-year 2026 guidance was revised: Other Revenue is now $310-$330 million (previously $150-$170 million), and the RLDC margin is now 41.7%-43.7% (previously 38%-40%). Adjusted Operating Expenses guidance is unchanged at $570-$585 million, and the multi-year USDC in circulation outlook remains a 40% CAGR.

Circle Internet Group 8-K Report, Corporate Update (Jul 2, 2026)

Circle Internet Group, Inc. (CRCL) reports in this Form 8-K, filed July 2, 2026 under Item 8.01 (Other Events), that on June 29 and June 30, 2026 it entered into token purchase agreements with certain institutional investors for the sale of an aggregate of 67.5 million additional ARC tokens. These tokens are the native coordination asset of the Company's Arc blockchain network and were sold in the second closing of a presale previously disclosed in an 8-K filed May 11, 2026. The offering was a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D. The ARC tokens were sold at $0.30 per token, implying a fully diluted network valuation of $3 billion and estimated aggregate gross proceeds to the Company from the second closing of approximately $20.25 million. Investors are subject to a lock-up of no less than one year following the date the Arc network transitions to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism (the "Transition Date"), with additional transfer restrictions possibly lasting until four years after the Transition Date. The agreements also grant repayment rights in specified circumstances, including if the ARC tokens are not delivered, if the Arc network has not completed the transition to a Proof-of-Stake or delegated Proof-of-Stake mechanism by May 8, 2028, or if certain purchaser-specific legal, regulatory or compliance conditions are not met.

Circle Internet Group 8-K Report, Executive Changes (Jun 12, 2026)

Circle Internet Group, Inc. (CRCL) filed a Current Report on Form 8-K dated June 12, 2026, disclosing board changes. Rajeev Date tendered his resignation from the Board of Directors, effective immediately, for personal reasons. Mr. Date had served on the Board since October 2013 and as Lead Independent Director since November 2024. The company states that his departure is part of an orderly Board refreshment process and not due to any disagreement with the Company's operations, policies or practices. Following the resignation, the size of the Board was reduced from nine to eight directors. The Board also appointed Craig Broderick, a director since June 2023, as Lead Independent Director, effective June 12, 2026, to succeed Mr. Date in that role. The filing is limited to governance matters under Item 5.02. It contains no financial results, compensation terms for the new Lead Independent Director, or other financial figures, and its only exhibit is the Cover Page Interactive Data File (Exhibit 104).

Circle Internet Group 8-K Report, Shareholder Vote Results (May 18, 2026)

Circle Internet Group, Inc. (CRCL) filed this Current Report on Form 8-K to disclose the final results of matters submitted to a vote of security holders at its 2026 annual meeting of stockholders, held on May 14, 2026. Holders of Class A common stock (one vote per share) and Class B common stock (five votes per share) voted together as a single class on all matters as of the March 16, 2026 record date; Class C holders were not entitled to vote. The filing covers four proposals: the election of three Class I directors, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on the frequency of future say-on-pay votes, and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. All three director nominees were elected to serve until the 2029 annual meeting. Jeremy Allaire received 141,019,305 votes for and 4,446,746 against; Craig Broderick received 141,175,675 for and 4,151,492 against; and P. Sean Neville received 130,218,145 for and 15,089,492 against, with broker non-votes of 56,423,001 for each nominee. Stockholders approved the named executive officer compensation by 144,019,384 votes for against 1,267,823 against. On the frequency question, 144,874,849 votes favored an annual vote, compared with 100,806 for two years and 423,932 for three years. Following that result, the board determined that future advisory votes on executive compensation will be held annually. Deloitte's ratification passed with 201,551,710 votes for, 154,559 against and 405,654 abstentions. For investors, the filing is governance-focused rather than financial: it confirms board continuity, shows strong stockholder support for the executive pay program, and establishes an annual say-on-pay cadence. It contains no financial results, guidance, or transaction disclosures. Full details are in the proxy statement filed April 1, 2026.

Circle Internet Group 8-K Report, Financial Results (May 11, 2026)

Circle Internet Group, Inc. (NYSE: CRCL) reported first-quarter 2026 results on May 11, 2026, via a press release furnished as Exhibit 99.1. Total revenue and reserve income was $694 million, up 20% year over year, while net income from continuing operations was $55 million, down 15%. Adjusted EBITDA rose 24% to $151 million. USDC in circulation was $77.0 billion at quarter end, up 28% year over year, and average USDC in circulation was $75.2 billion, up 39%. Reserve income of $653 million rose 17%, partly offset by a reserve return rate of 3.5%, down 66 bps. Operating expenses increased 76% to $242 million, driven mainly by higher compensation costs from post-IPO stock-based compensation and related payroll taxes. Separately, under Item 8.01, the company entered into token purchase agreements on May 8, 2026 with institutional investors led by a16z crypto to sell an aggregate of 740 million ARC tokens, the native coordination asset of its Arc blockchain network, in a private placement. The tokens were priced at $0.30each, implying a $3 billion fully diluted network valuation and estimated aggregate gross proceeds of approximately $222.0 million. Each investor agreed to a lock-up of at least one year from the Arc network's transition to proof-of-stake or delegated proof-of-stake, with possible further transfer restrictions for four years. The agreements include repayment rights in specified circumstances, including if the network has not transitioned to proof-of-stake by May 8, 2028. management affirmed prior guidance for FY 2026, including other revenue of $150-$170 million, RLDC margin of 38-40%, and adjusted operating expenses of $570-$585 million, and noted that this guidance excludes the financial impacts of the ARC Token presale, Arc incentive programs, and future Arc revenue.

Circle Internet Group 8-K Report, Executive Changes (Mar 17, 2026)

Circle Internet Group, Inc. (NYSE: CRCL) filed a Form 8-K on March 17, 2026 to report that its Board of Directors, on March 16, 2026, increased the size of the Board to nine directors and appointed Kirk Koenigsbauer as a Class III director, effective immediately. He was also named to the Board's Compensation Committee and Risk Committee. The Board has determined Mr. Koenigsbauer is independent under New York Stock Exchange requirements, and the filing states there are no related-person transactions under Item 404(a) of Regulation S-K. He will receive compensation for Board and committee service consistent with the Company's other non-employee directors. Mr. Koenigsbauer, age 58, is President and Chief Operating Officer of Microsoft's Experiences and Devices Group, which focuses on Microsoft 365 and Copilot. The filing describes more than 30 years of experience building global enterprise software platforms and commercial cloud services, including leading the transition of Office to the cloud with Office 365 and helping establish Microsoft's Security business. He also serves on the Board of Thomson Reuters. The announcement is accompanied by a press release (Exhibit 99.1) in which Co-founder, Chairman and CEO Jeremy Allaire says the appointment will support Circle's risk management, governance, and global enterprise capabilities. The filing contains no financial results or figures.

Circle Internet Group 8-K Report, Financial Results (Feb 25, 2026)

Circle Internet Group, Inc. (NYSE: CRCL) reported fourth quarter and full fiscal year 2025 results on February 25, 2026, as stated in Item 2.02 of this Form 8-K and its Exhibit 99.1 press release. USDC in circulation reached $75.3 billion at year end, up 72%, and total revenue and reserve income was $770 million in Q4'25 (up 77%) and $2.7 billion for FY25 (up 64%). Reserve income was $733 million in Q4'25, up 69% year-over-year, driven by 100% growth in average USDC in circulation, partially offset by a lower reserve return rate of 3.8%. Profitability was mixed. Net income from continuing operations was $133 million in Q4'25, compared with $4 million in Q4'24, aided by other income of $85 million, including a benefit from a lower fair value of convertible debt. For FY25, the company posted a net loss from continuing operations of $70 million, which the filing attributes significantly to $424 million of stock-based compensation tied to vesting conditions met by its IPO. Adjusted EBITDA was $167 million in Q4'25 (up 412%) and $582 million for FY25 (up 104%). Management guided to a multi-year through-cycle USDC in circulation CAGR of 40%, FY2026 other revenue of $150-$170 million, an FY2026 RLDC margin of 38-40%, and FY2026 Adjusted Operating Expenses of $570-$585 million. The filing also highlights Arc public testnet progress with mainnet targeted for 2026, CPN expansion, and a conditional OCC approval in December for a national trust bank charter.

Circle Internet Group 8-K Report, Financial Results (Nov 12, 2025)

Circle Internet Group, Inc. (NYSE: CRCL) reported third-quarter 2025 results on November 12, 2025, per Exhibit 99.1 to this Form 8-K. Total revenue and reserve income was $740 million, up 66% year-over-year, and net income from continuing operations was $214 million, up 202% year-over-year. Adjusted EBITDA was $166 million, up 78% year-over-year. USDC in circulation reached $73.7 billion at quarter end, up 108% year-over-year, and average USDC in circulation was $67.8 billion, up 97%. Net income was helped by an income tax benefit of $61 million and a $48 million benefit from the decrease in fair value of convertible debt. Operating expenses rose 70% year-over-year to $211 million, including $59 million of stock-based compensation, while Adjusted Operating Expenses rose 35% to $131 million. Distribution, transaction and other costs were $448 million, up 74% year-over-year, driven by higher distribution payments tied to USDC balances and Coinbase's on-platform holdings. The RLDC margin was 39%. Management raised its full-year 2025 Other Revenue outlook to $90-$100 million from $75-$85 million and its Adjusted Operating Expenses outlook to $495-$510 million from $475-$490 million. It now expects an RLDC margin of about 38%, versus the prior 36-38% range, and reiterated a multi-year USDC circulation outlook of a 40% CAGR. The filing also highlights the Arc public testnet launch, which Circle says more than 100 companies joined, and the possible launch of a native Arc token, which the company says it is exploring.

Circle Internet Group 8-K Report, Executive Changes (Sep 19, 2025)

Circle Internet Group, Inc. (CRCL) filed this Current Report on Form 8-K on September 19, 2025 to report a board change under Item 5.02. On September 17, 2025, David Orfao tendered his resignation as a member of the Board of Directors, effective immediately. The filing states that his resignation was not the result of a disagreement with the Company on any matter relating to its operations, policies or practices. In connection with the resignation, the Board decreased its size from nine directors to eight directors, effective immediately following the effectiveness of Mr. Orfao's resignation, in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The filing also lists a single exhibit, Exhibit 104, the Cover Page Interactive Data File embedded with the Inline XBRL document. The filing contains no financial results, operating metrics or other financial figures. For investors, its significance is limited to governance: a director departure and a corresponding reduction in board size, with no disagreement disclosed.

Circle Internet Group 8-K Report, Financial Results (Aug 12, 2025)

Circle Internet Group, Inc. (NYSE: CRCL) reported second quarter 2025 results, its first as a public company, in a press release attached as Exhibit 99.1 to this Form 8-K. Total revenue and reserve income grew 53% year-over-year to $658 million, driven by reserve income of $634 million, up 50% year-over-year, primarily from 86% growth in average USDC in circulation, partially offset by a 103 bps decline in the reserve return rate. USDC in circulation reached $61.3 billion at quarter end, up 90% year-over-year, and was $65.2 billion as of August 10, 2025. Adjusted EBITDA grew 52% year-over-year to $126 million. The company reported a net loss from continuing operations of $482 million, which management attributed largely to two non-cash IPO-related charges totaling $591 million: $424 million of stock-based compensation tied to vesting conditions met by the IPO, and a $167 million increase in the fair value of convertible debt caused by the rise in the share price. Total distribution, transaction and other costs rose 64% year-over-year to $407 million, reflecting higher USDC balances, growth in Coinbase's on-platform holdings, and new strategic partnerships. The company completed a $1.2 billion IPO in June, selling 19.9 million primary shares at $31 per share for net proceeds of $583 million. For fiscal 2025, management guided to USDC in circulation growth of a 40% CAGR on a multi-year, through-cycle basis, other revenue of $75-$85 million, an RLDC margin of 36-38%, and adjusted operating expenses of $475-$490 million. The filing also highlights the enactment of the GENIUS Act, the launch of Circle Payments Network in May, and the planned public testnet launch of Arc, an open Layer-1 blockchain, this fall.

Circle Internet Group 8-K Report, Executive Changes (Jul 22, 2025)

Circle Internet Group, Inc. (NYSE: CRCL) filed this Form 8-K to report that its Board of Directors, on July 21, 2025, increased the size of the Board to nine directors and appointed Adam Selipsky to the Board, effective immediately. Mr. Selipsky was designated a Class III director and joins the Audit Committee and Strategy Committee. The Board has determined he is independent under New York Stock Exchange requirements, and he will receive compensation for Board and committee service commensurate with the company's other non-employee directors. The filing reports no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. Mr. Selipsky, age 58, is the former Chief Executive Officer of Amazon Web Services, serving from 2021 to 2024. He previously led Tableau Software as President and CEO from 2016 to 2021, including through its acquisition by Salesforce, and held Amazon Web Services leadership roles from 2005 to 2016. The accompanying press release, furnished as Exhibit 99.1, describes his experience in scaling internet platform infrastructure and quotes Circle's Chairman, Co-founder and CEO, Jeremy Allaire, saying Selipsky's perspective will support the company as it builds its own internet platform infrastructure. The filing is primarily a governance update. It adds an experienced cloud and data infrastructure executive to the board and does not disclose financial results, transactions, or other operating developments.

Circle Internet Group 8-K Report, Rights Modification (Jun 6, 2025)

Circle Internet Group, Inc. filed this Current Report on Form 8-K on June 6, 2025 to report the closing of its initial public offering of Class A common stock. The offering totaled 34,000,000 shares at a price to the public of $31.00 per share. Of these, 14,800,000 shares were sold by the Company and 19,200,000 shares were sold by selling stockholders. The Company reports gross proceeds of $458,800,000.00 before underwriting discounts, commissions and offering expenses, and states that it received no proceeds from the shares sold by selling stockholders. In connection with the closing, the Company filed its amended and restated certificate of incorporation with the Delaware Secretary of State, and its amended and restated bylaws became effective. The filing states that the board of directors and stockholders had previously approved these documents, to be effective immediately before the IPO closing. The filing incorporates the Item 5.03 amendments into Item 3.03, which covers material modifications to the rights of security holders. Full descriptions of the charter and bylaws appear in the "Description of capital stock" section of the final prospectus dated June 4, 2025, and the filed exhibits contain the full text. For investors, the key facts are the offering size and price, the split between primary and secondary shares, and the governance changes effective at closing. The filing itself does not describe use of proceeds, post-offering share counts, or financial results.