Prospectus summary
Prospectus summary This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including the “Risk factors” section and the consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.Overview
The new internet financial system
Circle’s mission is to increase global economic prosperity through the frictionless exchange of value. We believe that with the advent of blockchain networks, the global financial system can be rebuilt on the principles of the internet—those of open software and public networks—to the benefit of all of society. This new internet financial system has the potential to address the structural inefficiencies of the legacy financial system, enabling value to be exchanged more quickly, more cheaply, more safely, and in new, innovative ways—thereby increasing both the benefit of and access to the financial system for all people and all businesses across the globe.
Finance is fundamentally built upon the movement of money in the form of the transmission of data, wrapped in trust, and protected by regulation. Finance is built upon the movement of money. In modern digital finance, the movement of money is the movement of data between accounts in private, permissioned databases. This movement of money is typically tightly controlled and regulated by individual nations to ensure safety and soundness of the financial system and to protect against abuse by bad actors. Although the infrastructure system enabling this movement of money is critical to the functioning of the existing financial system and powers one of the largest sectors in the global economy, the technology underpinning this system in large part dates from the 1970s and 1980s.
Today’s financial system has brought countless benefits, yet inefficiencies remain stubbornly high. The financial system has enabled massive societal advances, lifting billions of people out of extreme poverty and contributing to enormous economic growth. Technological advancements have enabled innovations such as credit cards, electronic payments, and electronic capital markets. Yet despite this history of progress, and despite intense competition, end-user costs and systemic inefficiencies persist. Modern FinTech firms have generally focused on modernizing front-end interfaces but still often rely on legacy infrastructure, limiting true innovation. We believe the next innovation in the exchange of value, which is our core focus at Circle, will drive an evolution in the underlying infrastructure of the financial system that meets critical market demand.
The internet revolutionized the transmission of data, bringing exponential growth and previously unimagined innovation to countless sectors. Likewise, the internet has the potential to transform today’s financial system. The advent of the internet enabled “all-to-all” communication at vastly lower costs by advancing communication from tightly controlled analog rails (e.g., radio, telephone, cable) to standardized network protocols. These protocols enabled new infrastructure for the movement of data and information. While adoption took time, and early use cases initially both struggled to scale and encountered meaningful scrutiny, over time, more innovators and developers began building on the internet and more users connected to the network via the applications they built. The end result: the cost of communication has approached zero at point of use, the volume of communication has exploded, and previously unimaginable services have now emerged. Today, the leaders of the modern digital economy are built on internet rails, and more of the economy is transitioning to these rails each day.
Blockchain networks enable the creation of the internet financial system. Blockchains provide a new base layer of internet infrastructure that uses advancements in cryptography and distributed computing to enable secure data exchange, transaction processing, and computation. These advancements make new categories of applications on the internet possible, including issuing digital financial assets, efficiently exchanging and processing transactions involving these assets, and writing code that can intermediate more complex transactions. Importantly, these blockchain networks can operate openly on the internet, reducing society’s dependence on centralized intermediaries while unlocking efficiencies. We believe that blockchains could serve as a robust foundation for the creation of a new financial system built from the ground up on the internet—what we call the new internet financial system.
This new internet financial system has the potential to substantially reduce inefficiencies in today’s financial system. Given the amount of value being exchanged in today’s financial system, the benefits of increased efficiency are vast. Trillions of dollars in payments and cross-border remittances occur annually, often at high costs due to the complex (often multi-party) legacy rails on which they flow. Vast sums of capital are trapped in multi-day settlement in capital markets, rather than deployed to productive uses. Immense operational, counterparty, and liquidity risks exist due to the opacity of financial exposures, outdated, manual workflows, and a dependence on cash held in fractional reserve banks. The internet financial system has the potential to address these inefficiencies by reducing cost and latency, enhancing transparency, and using safer underlying collateral.
The new internet financial system enables significantly increased money velocity. While the potential efficiency benefits of the internet financial system are staggering, we believe these are just a subset of the potential benefits it brings. As the marginal cost of storing and moving value approaches zero, conditions are ripe for the volume of value exchange to increase exponentially, similar to how the volume of information exchange exploded as the marginal cost of moving data on the internet approached zero. In such a future, we expect that both the velocity and versatility of money will increase dramatically, as people and businesses are able to transact more freely and frictionlessly.
The new internet financial system opens up new opportunities and use cases in finance and commerce through the advent of smart contracts running on blockchains. We believe programmability of money and digital assets represents a major inflection point in the utility of money. Economic arrangements can be literally codified, executed, and enforced entirely online, enabling people and firms across the world to safely enter into internet-based financial and commercial arrangements, while reducing the need for third-party intermediaries. And, just as the Web and App Stores led to an explosion in innovative information services, the growth of smart contracts and blockchain-based applications could significantly accelerate innovation in financial services.
The new internet financial system has the potential to increase economic inclusion among underserved populations. The existing financial system’s inefficiencies result in the exclusion of certain segments of the global population, particularly those who are poorer, less educated, and living in rural areas. The new internet financial system has the potential to facilitate the inclusion of the approximately 1.4 billion adults globally who, according to the World Bank, are unbanked. The increased inclusion greatly expands our opportunity set.
The Circle stablecoin network in the new internet financial system
Stablecoins (like USDC and EURC) can facilitate the store and transfer of value in the new internet financial system and drive the advancement and adoption of the new internet financial system. Similar to the existing financial system, the internet financial system will facilitate the use of regulated money as a unit of account, a store of value, and as the core medium of exchange within a digitally native framework. We believe that stablecoins can facilitate the store and transfer of value in the new internet financial system and drive the advancement and adoption of the new internet financial system. Specifically, we believe that payment stablecoins are the new base layer of internet money. Payment stablecoins function at internet speed (near-instantaneous transacting and settlement), and with programmability that enables the new capabilities and use cases of the internet financial system. The USDC “digital dollar” issued by us is a leading payment stablecoin, with $43.9 billion in circulation across 4.3 million meaningful wallets, as of December 31, 2024. We believe that payment stablecoins, their users and applications, and the use cases built around them will create internet-scale network effects, leading to a market structure in which only a few payment stablecoin platforms will emerge with the critical mass to serve the new internet financial system. We believe that the Circle stablecoin network is best placed to be a driver of the new internet financial system. See “—Stablecoin overview” for a more detailed description of payment stablecoins.
Our strategy is to build the largest and most widely used stablecoin network in the world. Money (and any other store or representation of value) is fundamentally a network, whose utility is dependent on the number of users using it and willing to accept it. In other words, the more users in the network using or willing to use a form of value, the more utility that form of value has, which in turn promotes more people to use it. This is the case with stablecoins as well: The more people that use a stablecoin, the more utility it has to users (as a store of value and a method of transacting), which in turn drives more people to use it. Furthermore, stablecoins act as protocols that applications and developers build on top of and integrate. Protocols themselves have network properties—the more applications and products connected to the protocols, the more value the network develops through both utility and distribution. USDC is the foundation of the Circle stablecoin network, the growth of which is driven by developers building new applications and use cases on the network that are accessible and provide utility to end-users across the world. Attracting end-users, customers, and developers to adopt the Circle stablecoin network requires that the underlying infrastructure of the digital currencies on the network be robust and safe. Although the Circle stablecoin network carries risks to our customers and end-users, as is the case with the existing financial system, we nonetheless believe it optimally combines transparency and safety—through regulation as stored-value instruments under Financial Crimes Enforcement Network (“FinCEN”) money services businesses regulation and state money transmission laws in the United States and as electronic money tokens in Europe, robust and frequent reporting (e.g., daily transparency into the Circle Reserve Fund), monthly assurance, and annual audits—with the demonstrated reach, critical mass of end-users, world-class financial partners, and network activity to drive the compounding growth and flywheel of internet-scale network effects.
Our growth strategy is to build and promote a suite of products that foster the expansion of the Circle stablecoin network. Our product strategy is aimed at growing the Circle stablecoin network and the circulation of Circle stablecoins. To that end, we strive to ensure that Circle Mint customers have readily available access to Circle stablecoins around the globe by working with financial institutions that act as on- and off-ramps between fiat currency and Circle stablecoins as well as with leading consumer financial applications and payments enterprises. See “—Our platform, products, and ecosystem” for examples of partners that are part of the Circle stablecoin network and the Circle stablecoin ecosystem. We build and support stablecoin infrastructure that is designed to enable Circle stablecoins to flow safely and easily across blockchain networks and remove friction and complexity in the end-user experience for stablecoin transactions. Finally, we provide easy-to-use, cloud-based tools that aim to simplify the underlying technology for developers (whether at startups or within major institutions), and make it easier for them to build, deploy, and operate innovative applications, with strong out-of-the-box features for using the Circle stablecoin network.
Critical to our growth strategy are numerous partnerships with leading financial and internet technology firms and ecosystems. The underlying utility (and value) of the Circle stablecoin network is driven by every single end- user, developer, builder, company, and institution operating on it, and the focus of our strategy is to attract and enable a broad ecosystem onto the Circle stablecoin network. To that end, we partner with leading institutions (many of them category-leading, internet-scale companies) to bring the benefits of the internet financial system to their users by building upon our products. Examples of our partnership strategy include the recent launches of the first phases of our partnership with Grab to offer its customers in Singapore a decentralized, blockchain-based (Web3) wallet via the Grab app, our partnership with Mercado Libre to introduce its customers in Latin America to USDC, our partnership with Nubank to introduce its customers in Brazil to USDC, our partnership with SBI Holdings to expand USDC access in Japan, our partnership with Coins.ph to help Filipinos abroad learn to use USDC for remittances, and our alliance with Binance to promote USDC on its platform. We have also partnered with Coinbase to provide seamless conversion between fiat currency and USDC. In addition, we collaborate with leading global market makers and liquidity providers. For example, in December 2024, we entered into an agreement with Cumberland to expand liquidity and settlement capabilities in USYC and USDC over the course of a three-year term. To further serve our goal, we have also entered into an arrangement with Intercontinental Exchange Holdings, Inc. (“ICE”) to explore integrating Circle stablecoins and USYC as collateral, settlement, and co-branded exchange-traded products across ICE’s derivative markets. We also foster the Circle stablecoin ecosystem with a range of programs, including Circle Developer Programs, which sponsor hackathons and developer events, the Circle Alliance Program, our global partnership and alliance program, as well as worldwide industry and event sponsorships. Each of these partnerships drives awareness and growth of the Circle stablecoin network, further enhancing its network effect. We further believe we are uniquely well positioned to attract new partners due to our and USDC’s trusted brand, regulatory-first posture, robust scalable infrastructure, and, critically, the scale and quality of other partners joining the network.
Making blockchain technology accessible and easy to use for both developers and end-users will be key to global adoption of stablecoins and the internet financial system. Our end-user- and developer-focused services make the complexity of the underlying technological infrastructure of our platform invisible to the end-user, simplifying end-user experiences, and empowering developers to build applications using the Circle stablecoin network. This technical simplification and end-user-focused approach is critical to internet-scale adoption of stablecoins broadly and the Circle stablecoin network specifically. Our core technology offerings, including our blockchain infrastructure products and our Developer Services, are core to enabling an intuitive interface for programmable money across a variety of applications, which will in turn drive further adoption of the Circle stablecoin network.
The monetization of the Circle stablecoin network is driven by its growth and our introduction of new products that expand its utility. As the Circle stablecoin network grows, we believe that our ability to monetize it will grow as well. Today, we monetize the amount of money on the network (i.e., the amount of Circle stablecoins in circulation). We earn reserve income on USDC reserve assets, at rates at a discount to the prevailing SOFR. We believe that our current revenue model has been successful, with 2024 revenue, net income, and Adjusted EBITDA of $1.7 billion, $156 million, and $285 million, respectively. See “Management’s discussion and analysis of financial condition and results of operations—Non-GAAP financial measures” for reconciliation of net income to Adjusted EBITDA. As the Circle stablecoin network grows and as more applications and activity take place on the Circle stablecoin network, the amount of Circle stablecoins in circulation will continue to grow. In addition to as described in “Business—Our platform, products, and ecosystem,” we may seek to monetize the activity on our network with products that earn fee-based revenues based on transactions and usage in the future, and we intend to evaluate and consider various products from time to time, considering such factors as complexity and development costs, market opportunity, anticipated revenues, and the competitive landscape. For example, to capitalize on the growing trend of using yield-bearing digital assets as collateral in margin trading, we intend to issue TMMFs, including USYC, following our acquisition of Hashnote. See “Business—Our platform, products, and ecosystem—Circle Tokenized Funds” for more information on the Hashnote acquisition. We believe the market opportunity in the internet financial system is vast and that, although we face a variety of risks (see “Risk factors” for a discussion of the material risks faced by our business), we are the best positioned firm to drive, capture, and monetize it.
Stablecoin overview
Stablecoins can facilitate the store and transfer of value in the new internet financial system and drive the advancement and adoption of the new internet financial system. While there have been many experiments in the development of different stablecoin models, we have always been focused on building and operating “payment stablecoins.” These stablecoins are designed to be efficient forms of payment and are fully backed by reserves consisting of highly liquid, price-stable cash and cash equivalents. By providing Circle Mint customers the ability to redeem their stablecoins on demand on a one-for-one basis for the underlying fiat currency, Circle stablecoins are designed to provide a safe and sound foundation as a form of digital currency, as well as a bridge between blockchain and traditional finance.
Trends driving adoption of stablecoins and the internet financial system
In addition to the core efficiency and innovation benefits outlined above, a number of other trends have emerged that are helping to drive the adoption of stablecoins and the internet financial system, including technology improvements, operational improvements for using and securing digital assets, growth in artificial intelligence (“AI”) agents and applications, regulatory support and legal clarity, and identity and compliance standards, each of which is further described in “Business—Stablecoin overview—Trends driving adoption of stablecoins and the internet financial system.”
Our role in driving stablecoin adoption
We have built one of the largest and most widely used stablecoin networks. At the foundation of the Circle stablecoin network are our payment stablecoins, USDC—which, according to CoinMarketCap, is the second largest stablecoin as measured by the amount of stablecoins in circulation with a 24% share of the stablecoin market as of December 31, 2024—and EURC—which, according to CoinGecko, is the largest euro-denominated stablecoin as measured by the amount of stablecoins in circulation as of March 28, 2025. USDC and EURC are liquid, stable, and digitally native forms of U.S. dollars and euros, respectively, built on an open protocol and a regulatorily compliant platform. Each maintains 24/7, borderless, and near-instant value transfer capabilities. USDC and EURC are redeemable on a one-for-one basis for U.S. dollars and euros, respectively, directly from us by Circle Mint customers (see “—Our platform, products, and ecosystem—Circle Liquidity Services—Circle Mint” for information about Circle Mint, which is a service offering that is available only to institutions) as well as by end-users that are not Circle Mint customers in our role as the redeemer of last resort (see “Glossary—The issuers of Circle stablecoins”). In addition, all end-users can sell or exchange USDC and EURC in the secondary market. USDC and EURC and the overall Circle stablecoin network are further discussed under “—Our platform, products, and ecosystem.”
We issue the world’s largest regulated payment stablecoin—by which we mean a payment stablecoin that is regulated as a stored-value instrument under FinCEN money services businesses regulation and state money transmission laws in the United States and as an electronic money token in Europe (see “Business—Regulatory policy landscape” for the principal regulations to which we are subject)—as measured by the amount of stablecoins in circulation. As a result, we play a highly active role in driving stablecoin adoption. Key initiatives that we have taken to advance stablecoin adoption include:
Market opportunity
We view the market opportunity of the Circle stablecoin network as encompassing the entire global monetary supply. This opportunity is expected to grow considerably as developing nations increasingly participate in the globally interconnected financial marketplace. Further, by removing layers of friction inherent in the current financial services ecosystem, we believe the internet financial system has the potential to grow the speed and efficiency at which money is used and transacted at an exponential rate, just as the internet facilitated the explosive growth of the exchange of global information and data. In the United States, the velocity of M2 money stock was 1.39 for the fourth quarter of 2024, according to the Federal Reserve Bank of St. Louis. We believe an internet-native U.S. dollar can increase the velocity of M2 money stock, resulting in a corresponding increase in total value of transactions and gross domestic product (“GDP”).