0001876042-26-000228
SEC filingThis 10-K/A amendment solely adds audited financial statements of the Circle Reserve Fund, which held $66.4B in net assets as of April 30, 2026.
This filing is an amendment to Circle Internet Group's 10-K for the fiscal year ended December 31, 2025, and does not restate the company's own financial statements. The sole purpose is to include the 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. Therefore, no revenue, net income, or segment performance for Circle Internet Group is available in this document.
Circle Internet Group's balance sheet and liquidity are not presented. However, the Circle Reserve Fund's financial statements provide insight into the reserve assets backing Circle's stablecoins. As of April 30, 2026, the Fund had net assets of $66.367 billion, comprised almost entirely of U.S. Treasury obligations ($19.111 billion) and repurchase agreements ($46.998 billion). Cash holdings were $1.003 billion. The Fund maintains a net asset value of $1.00 per share, consistent with its money market fund objective.
The Fund's cash flows are not separately presented, but the statement of changes in net assets shows capital transactions: net proceeds from share sales of $36.150 billion and share redemptions of $24.000 billion, resulting in a net capital inflow of $12.150 billion for the year. Net investment income of $2.434 billion was almost entirely distributed to shareholders ($2.434 billion in dividends). This suggests the Fund is effectively a pass-through vehicle, consistent with its purpose as a reserve fund for stablecoin operations.
Management's discussion is not included in this amendment. The explanatory note states that the Original 10-K was filed on March 9, 2026, and this amendment only adds the Fund's financials and related certifications. The Fund's financial statements show that it is a government money market fund operating under Rule 2a-7. Shares are available only to Circle entities, and the Fund's assets fluctuate with stablecoin creation and redemption. The Fund's investment adviser, BlackRock Advisors, has contractually agreed to limit expenses through June 30, 2027, subject to board approval.
The Fund's notes disclose that it is a series of BlackRock FundsSM and is classified as diversified. Investments are valued using amortized cost, approximating $1.00 NAV. The Fund's schedule of investments reveals a portfolio solely of U.S. Treasury bills (28.8%) and repurchase agreements (70.8%) with major counterparties including Barclays, BNP Paribas, Citigroup, Goldman Sachs, J.P. Morgan, and Wells Fargo. The repurchase agreements are collateralized by U.S. Treasury obligations. The Fund's expense structure includes advisory fees at tiered rates (0.130%-0.165% of net assets) and administration fees; however, after waivers and reimbursements, the net total expense ratio was 0.09% for Institutional shares. The Fund's financial highlights show per-share net investment income of $0.0393 for the year ended April 30, 2026, and total return of 4.02%. Capital share transactions reflect the stablecoin issuance and redemption activity: shares sold increased by $36.150 billion, reflecting significant stablecoin demand, while redemptions of $24.000 billion indicate some volatility. The Fund's auditor is Deloitte & Touche LLP. For Circle Internet Group, the aggregate market value of non-affiliate held common equity was approximately $37.6 billion as of June 30, 2025, based on the closing price of Class A common stock on the NYSE. Outstanding shares as of March 5, 2026 were 228.1 million Class A, 18.7 million Class B, and zero Class C.